2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the "Order") issued by the Central Government of India, in terms of section 227(4A) of Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. 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 the books;

c. The Balance Sheet, Profit and Loss account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. 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 directors 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;

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the notes give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

(ii) in the case of the Profit and Loss account, of the loss of the Company for the year ended on that date; and

(iii) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT FINAVENTURE CAPITAL LIMITED

Referred to in paragraph 3 of our report of even date for the financial year ended 31st March 2014.

i. (a) The Company does not have any fixed assets during the year and hence this clause is not applicable.

ii. (a) The Company does not have inventory of raw material, finished / semi finished and other traded materials during the year and hence this clause is not applicable.

iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company has not taken any secured loans from parties covered in the register maintained under section 301 of the Act. The Company has taken unsecured loans from One Party covered in the register maintained under section 301 of the Act. The maximum amounts involved during the year and the year end balances of such loans aggregates to Rs. 1781.43 lacs and Rs.9.57 lacs respectively.

(c) In our opinion and according to the information and explanations given to us, there is no interest to be paid on the unsecured loans as they are interest free in nature and other terms and conditions of the loans taken are not prima facie prejudicial to the interest of the company.

(d) In respect of unsecured loans taken by the company, as informed to us no interest has been provided as the loans are interest free and repayable on demand. Hence there is no payment of principal and interest at regular intervals.

(e) There is no overdue amount in respect of loans taken by the company.

iv. In our opinion and according to information & explanations given to us, there are adequate internal control system 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 sale of goods and services. However, during the year, there are no purchases or sales of inventory or fixed assets.

v. As per the information and explanations given to us, there are no transaction made in pursuance of contracts or arrangements, that needed to be entered into the register maintained u/s. 301 of the Companies Act 1956.

vi. The company has not accepted any deposits from public during the year, hence provision of section 58- A & 58-AA of the Companies Act, 1956 are not applicable.

vii. The Company have an Internal Audit System commensurate with the size and the nature of its business.

viii. The central Government has not prescribed maintenance of cost record under section 209 (1) (d) of Companies Act, 1956.

ix. (a) According to information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities during the year. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act. 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) As per the information and explanations given to us, no undisputed statutory dues were in arrears, as at 31/03/2014 for the period of more than 6 Months from the date they become payable.

(c) According to information and explanations given to us, there are no statutory dues which have not been deposited on account of any dispute.

x. According to information and explanations given to us and as per verification of the records of the Company, the Company has not taken any loans from banks, financial institution or debenture holders during the year under audit and hence this clause is not applicable.

xi. The company has not granted any Loans & Advances on the basis of any security by way of pledge of shares, debentures and other securities.

xii. In our opinion, the Company is not a chit fund or Nidhi / Mutual benefit fund society.

xiii. In our opinion and based on the verification of the documents of the Company, the Company is not dealing in or trading in shares, securities, debenture & other investments during the year under audit.

xiv. The company has given guarantees for loans taken by its subsidiary company from banks or financial institutions during the year, the terms of which, in our opinion and as per information & explanation furnished to us, are not prejudicial to the interest of the company.

xv. According to information and explanation given to us, the Company has not taken any term loans from banks during the year.

xvi. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the funds raised on short-term basis have not been used for long- term investment.

xvii. During the year, the company has not made any preferential allotment of equity shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xviii. The company has not issued debentures during the year under audit.

xix. The company has not raised any money by way of public issue during the year.

xx. According to the information & explanation given to us and based on our verification of the documents of the Company, no fraud on or by the company has been noticed or reported during the course of our audit.

                                           For Agarwal Desai & Shah.  
                                           Chartered Accountants 
                                           Firm Regn. No. 124850W

                                           Rishi A. Sekhri 
                                           Partner 
                                           M. No. 126656