We have audited the accompanying financial Statements of MOONGIPA CAPITAL FINANCE LIMITED which comprise Balance Sheet as at 31st March 2014 and Statement of Profit & Loss & Cash Flow Statement for the year ended and a summary of Significant Accounting Policies and other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. we conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements gives the information required by the Companies Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of the Balance Sheet of the state of affairs of the company as at 31" March 2014,

(b) In case of the Statement of Profit & loss Account of the Profit of the Company for the year ended as on that date and

(c) In case of Cash Flow Statement of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order. 2003 ("the Order") issued by the Central Government of India in terms of sub- section(4A) of section 227 of the Act, We give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(i) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit.

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of those books.

(iii) The Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion the Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of Companies Act 1956 except AS-15 on Employee Benefits as the company has provided the liability of gratuity on estimated basis in place of actuarial valuation.

(v) On the basis of written representations received from the directors, as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2014 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditor's report of even date to the members of Moongipa Capital Finance Limited on the financial statements for the year ended on 31st March, 2014.

Based on the audit procedures performed for the purpose of reporting a true & fair view on the financial statements of the company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) As informed to us company has not disposed off any substantial fixed assets during the year. Therefore, provisions of clause 4 (i) (c) are not applicable

ii. (a) The inventory has been physically verified by the management during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of Inventory. No discrepancies were noticed on physical verification as compared to book records.

iii. (a) In our opinion and according to the information and explanations given to us, the company has neither granted nor taken any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. So, provisions of clauses 4(iii) (a), (b), (c), (d), (e), (f), (g) are not applicable

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v. (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public. Accordingly, sub clause(c) of clause VI is not applicable.

vii. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

viii. As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix. (a) According to records of the Company examined by us and the information and explanations given to us, no undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, excise duty, cess and other material statutory dues applicable to it were outstanding, as at 31st March 2014 for a period of six months from the date they became payable

(b) According to the information & explanation given to us, there are no sales tax, Income tax, Custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses at the end of the financial year and has incurred cash losses in the financial year and but not in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayments of dues to any financial institution or Bank or debenture holders. So this Clause is not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. in our opinion, the Company is not a chit fund or a Nidhi Mutual benefit fund/ society. Therefore the provision of clause 4(iii) of the companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments, Accordingly, the provisions of clause 4(xiv) of the companies (Auditor's Report) Order 2003 are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. According to the information & explanation given to us company has not raised any term loan during the year so this clause is not applicable to the company.

xvii. According to the Information & Explanations given to us Provisions of Clause 4 (xvii), (xviii), (xix) are not applicable to the Company.

xx. During the year concerned by our audit report, the Company has not raised any money by way of public issue.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

                                               For Saxena & Saxena
                                               Chartered Accountants
                                               (Firm Regn. No. 006103N)

Place: New Delhi                               DK Saxena
Dated: 29/05/2014                              Partner
                                               M. No. 082118