Auditor Report of Dalal Street Investments Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of DALAL STREET INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for Financial Statements

The Company''s Board of Directors is responsible for matters stated in 134(5) of Companies Act 2013("the Act") with respect to 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 principles generally accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with provision of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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 misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provision of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the act and the rules made thereunder.

We 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 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 on the financial statement.

Basis for Qualified Opinion

Company being listed company is required to appoint Internal Auditor under section 138 of Company''s Act 2013 and Key Managerial Personnel under section 203 of Company''s Act 2013 but company has not complied with such provision of the Company''s Act 2013.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of matter described in the basis for Qualified Opinion paragraph, the financial statements give the information required by the 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 the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) In the case of Statement of the Profit and Loss Account, of the "Loss" for the year ended on that date; and

c) 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 Requirements

1. As required by the Companies (Auditor''s Report) Order 2015'' issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation s given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of Order.

2. As required by section 143(3) of the Act, 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 purpose 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, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in section 133 of

the companies'' act, 2013, 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 sub-section (2) of section 164 of the Companies Act, 2013.

f) With respect to the matters included in the auditor''s report and to best of our information and according to the explanation given to us.

1) There has been no delay in transferring amounts, required to be transferred, to the investor''s education and protection fund by the company

Annexure to Independent Auditors'' Report

Referred to in paragraph 1 of the Our Report of even date to the members of DALAL

STREET INVESTMENTS LIMITED on the accounts of the company for the year ended 31st March, 2015.

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

ii) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

iv) In our opinion, and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of inventory.

v) Company has not accepted deposits from public within the meaning of section 73 and 74 of the Act and rule framed there under to the extent notified.

vi) There is no requirement of maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act.

vii) (a) According to information and explanation given to us and the records of the company examined by us , in our opinion, the company is regular in depositing the undisputed statutory dues , including provident fund, employees'' state insurance, income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and

(b) According to the information and explanation given to us, there is no amount payable in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute.

(c) There are no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii) The Company has accumulated losses and has incurred cash loss during the financial year covered by our audit.

ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

x) The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

xi) In our opinion, and according to the information and explanation given to us, the company had not taken any term loan.

xii) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have not come across any instance of material fraud on or by the company, noticed or reported during the year.

For A K NEVATIA AND ASSOCIATES (Chartered Accountants) FRN: 107045W

CA ANIL KUMAR NEVATIA (PROPRIETOR) Membership No. : 040403

Place: MUMBAI Date: 21/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of DALAL STREET INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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.

Auditors'' 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) In the case of Statement of the Profit and Loss Account, of the "Loss" for the year ended on that date; and

c) 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 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:

a) 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;

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, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Independent Auditors'' Report Referred to in paragraph 1 of the Our Report of even date to the members of DALAL STREET INVESTMENTS LIMITED on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 4 (iii) [(b), (c) and (d)] of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken unsecured loans from 1 company, and a party. The maximum amount involved during the year was Rs. 951.95 lacs and year end balances of loans & Advances from such Companies and party were Rs. 891.05 lacs. The terms of such loans & Advances are prima facie not prejudicial to the interest of the company.

3. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business fixed assets and payment for expenses. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

4. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

5. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

6. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any dispute( Except Income Tax).

Income Tax Department made a demand of Rs.1,58,820/- for the A.Y.2010-11 Which is objectionable by the company.

8. The Company has accumulated loss and has incurred cash loss during the financial year covered by our audit.

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

10. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

11. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

12. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

13. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

14. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

15. The Company has no outstanding debentures during the period under audit.

16. The Company has raised money by public issue (Right issue) during the year under consideration. i.e. On 20th July 2013,the company successfully allotted 90,074 equity shares of Rs.10/- each to its non promoters equity share holders on a right basis in the ratio of 2 right equity shares for every 1 equity shares of the face value of Rs.10/- each held by such non-promoters equity shareholders on the record date i.e. 11th June 2013 at a price of Rs.10/-per share, aggregating to Rs.9,00,740/-, In principal approval from BSE for the listing of the said shares has been received and final listing done.

17. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

18. Clauses (ii), (viii), (xi), and (xiii) of the aforesaid order are not applicable to the company.

For A K NEVATIA AND ASSOCIATES

(Chartered Accountants)

FRN: 107045W

Sd/-

CA ANIL KUMAR NEVATIA

(PROPRIETOR) Membership No. : 040403

Place: MUMBAI Date: 29/05/2014

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of DALAL STREET INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for 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.

Auditors'' 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 andperform 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 ofmaterial 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 r 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c) 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 Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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:

a) 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;

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 and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, 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 Independent Auditors'' Report

Referred to in paragraph 1 of the Our Report of even date to the members of DALAL STREET INVESTMENTS LIMITED on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no materia! discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 4 (iii) [(b), (c) and (d)] of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken unsecured loans from 3 companies, and a party. The maximum amount involved during the year was Rs.1044.13 lacs and year end balances of loans & Advances from such Companies and party were Rs.887.60 lacs. The terms of such loans & Advances are prima facie not prejudicial to the interest of the company.

3. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed. ''

4. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintainecjjjjgder that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

5. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

6. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any dispute( Except Income Tax).

Income Tax Department made a demand of Rs.1,58,820/- for the A.Y.2010-11 Which is objectionable by the company.

8. The Company has accumulated loss and has not incurred cash loss during the financial year covered by our audit.

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

10. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name. ,

11. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution,

12. Based on our audit procedures and on the information given by the management, we report that tbe^?E|fiIr|m/ has not raised any term loans during the year.

13. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

14. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

15. The Company has no outstanding debentures during the period under audit.

16. The Company has not raised any money by public issue during the year.

17. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

18. Clauses (ii), {viii),{xi),and (xiii) of the aforesaid order are not applicable to the company. For A K NEVATIA AND ASSOCIATES

(Chartered Accountants)

FRN: 107045W

CA ANIL KrjMATNB/AnA

PROPRIETOR

Membership No.: 040403

Place: MUMBAI

Date: 31/05/2013

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Mar 31, 2010

We have audited the attached Balance Sheet of DALAI. STREET INVESTMENTS LIMITED. as at 31st March,, 2010 and also the annexed Profit and Loss Account and the Cash Flow Statement for the year- ended on that date,. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the 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 from any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion-

2. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (the Act), we annex hereto a statement on at the be matters specified in paragraphs 4 and 5 of the said Ortcier.

3- Further to our comments in the annexure referred to above, 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 purposes of our audit.

ii. 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-

iii. The Balance Sheet and Profit and 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 and Profit and Loss Account and Cash Flow Statement dea.1t with by this report comply with the the? Accounting Standards referred to in -sub-section (3C) of Section 2.1.1. of the Act..

v, ftased on representations made by aii.il the Directors of the company to the Board the information and explanations as made available to us by the company, none of the Directors of the company prima—facie have any disqualifications as referred to in clause (g) of sub- section (1) o-f Section 274 of the Act.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give 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 Indias

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

b) in the case of Profit and Loss Account, of the Profit for the year ended on that date,

and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF DALAL STREET INVESTMENTS LTD..

On the basis of such checks as we considered appropriate and in terms of the information and Explanations given to us, we state that:

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

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records and the physical inventory have been noticed -

c) A substantial part of Fixed Assets being Office Premises alongwith furniture and office equipments were disposed off during the year and it has not affected the going concern.

ii. a) The company has traded in Shares and Securities by purchasing/selling shares and securities;, the balance of which is closing stock- The stock has been physically verified during the year by the management-In our opinion the- frequency of verification is reasonable.

b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. Ho discrepancies were noticed on verification between physical stock and the book records-

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

b) The company has taken unsecured loans/advances from three companies and a party. The maximum amount involved during the year was Rs-1077.85 lacs and year end balance of loans/advances from such companies and party were Rs.900.8S lacs..

c) The terms of such loans/advances are prima facie not prejudicial to the interest of the company.

d) There are no stipulation for repayment of loans/advances. Wo interest is payable except to one company, which is paid regularly.

iv. In our opinion, there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventories and fixed assets and for the sale of goods and services.

v. a) In our opinion, the transactions, that need to be entered in the register maintained under Section 303. of the Act have been so entered,

b) There are no transactions, of purchase and sale of goods„ materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act aggregating during the year to Rs.. 5,00,000/— or more in respect of each party

vi. The company has not accepted any deposits from the public,

vii. In our opinion, the companys present internal audit system is commensurate with its size and nature of its business-

viii.a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund,, Employees State Insurance,Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate} authorities applicable to it.

b) At the end of the financial year there were no undisputed dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited.

ix. The company has been registered for more than five years. The Company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has earned cash profits during the financial year and but incurred cash loss in the immediately preceding financial year.

x. The company has not granted any loans and advances on the basis of seci-trity by way of pledge of shares, debentures and other securities.

xi. In our opinion and according to the information and explanations given to us, the company has maintained proper records of transactions and contracts as to dealings or trading in shares, securities, debentures and other investments and have been held by the company in its own name, except. to the extent of the exemption, if any, granted under Section 49 of the Act.

xii. The company has not given any guarantee for loans taken by others from hank or financial institutions,.

xiii.There were no term loans obtained by the company during the year.

xiv« According to the information and explanation* given to us, and on an overall examination of the Balance Sheet of the Company, funds. raised on short term basis have, prima facie , not been used during the year for long term investment-

xv. The company has not. made any preferential allotment of shares during the Year. to parties and companies covered in the register maintained under Section 3<>1 of the Act-

xvi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud by the company. We have been informed earlier by the management of an instance of fraud on the company;, the necessary civil suits are pending in the Courts of Law.

xvii.Clauses (viii>, (xi), (xiii), (xix) and (xx) of the aforesaid Order are not applicable to the company.

For R.V. SHAH & CO.

Chartered Accountants

(R.V. SHAH) Proprietor Membership No. 016097

Place : Mumbai

Dated : 31st May, 2010.