Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act,2013 ('the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standard specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing Specified under Section 143(10) of the Act. 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 the 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 of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances But not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements along with the notes thereon give the information required by the Companies Act, 2013, 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, 2015; and

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

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

Report on Other Legal and Regulatory Matters

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure hereto a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable .

2. As required by section 143(3) of the Act, we report that:

a. We have sought and 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of section 164 (2) of the Act and

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 2014, in our opinon and to the best of our information and according to the explanations given to us :

i. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any.

Annexure referred to in Paragraph 1 in the part of Report on Other Legal and Regulatory Matters of the Auditors' Report to the Members of IFL PROMOTERS LIMITED on the accounts for the year ended March 31, 2015

1. In respect of its Fixed Assets:

The company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

All the assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

There is no substantial disposal of fixed assets during the year.

2. As the company has neither purchased / sold goods during the year nor there is any opening stock, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinion, doesn't arise.

3. According to the information and explanations given to us, the Company has granted unsecured interest free loans to four parties covered in the register maintained under section 189 of the Companies Act, 2013. The maximum amount of loan given during the year was Rs. 18,13,720.00 and the year end balance is Rs. 18,13,720.00.

In our opinion except the rate of interest (interest free), other terms & conditions on which loans has been granted by the company to the abovementioned parties are not prima facie prejudicial to the interest of the company.

The companies to whom loans have been granted as referred to in (a) above are regular in repaying the principal amounts as stipulated.

There is no question of overdue amount of loans granted to Companies, Firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 since all these loans are repayable on demand.

According to the information and explanation given to us, the company has during the year taken interest free unsecured loans from four parties covered in the register maintained under section 189 of the Companies Act, 2013 (the Act). The maximum amount involved during the year was Rs. 98,41,645.00 and the year end balance Rs. 87,01,645.00.

In our opinion the rate of interest (interest free) and other terms and conditions of loans taken by the company from the above mentioned parties are not prima facie prejudicial to the interest of the company. The company is regular in repaying the principal amounts as stipulated. However, all these loans are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regards to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in section 189 of the companies act, 2013 ("the Act") have been entered in the register required to be maintained under the aforesaid section.

(b) The transaction made in pursuance of such contracts or arrangement stated in clause (a) above has been made at the price which is reasonable having regards to prevailing market price at the relevant time.

6. According to the information and explanations given to us, and on the basis of the records produced before us, the Company has not accepted any deposits from the public.

7. In our opinion, the company has an Internal Audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, no cost records have been prescribed by the rules made by the Central Govt., for the maintenance of cost record u/s 148(1) of the companies Act, 2013.

9. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities' undisputed statutory dues, including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as on 31.03.2015 for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues mentioned above of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of dispute.

10. According to the information and explanations given to us, the company don't have any accumulated losses.

11. Based on our audit procedures and on the basis of information's and explanations given by the management, the Company has not taken any loans from any financial institution or banks, so there is no question of default in repayment.

12. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion the company is not a chit fund or a nidhi / mutual benefit fund / society.

14. In our opinion the Company is dealing in shares, securities, debentures and other investments and has maintained proper records of all the transactions and timely entries have been made. Hence, entire shares, debentures and other investments are held by the company in its own name except to the extent of the exemption granted under the Companies Act, 2013.

15. 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. As such, the provisions of clause 4(xv) of the said Order are not applicable to the Company.

16. According to the information and explanations given to us, the Company has not taken any term loan. Accordingly, the provisions of clause 4(xvi) of the said Order are not applicable to the Company.

17. According to the information and explanations given to us and on examination of Balance Sheet of the company, we report that the company has raised short term borrowings amounting to Rs. 2,61,19,167.26.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act') during the year.

19. According to the information and explanations given to us, the Company has not issued any Debentures during the year.

20. According to the information and explanations given to us the Company has not raised the money by way of preferential issue during the year.

21. As explained to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For G.S. Goel & Co. Chartered Accountants FRN No:001415N

Sd/- CA G.S.Goel Partner M.No.: 014428

Place: New Delhi Dated: 28.05.2015