Auditor Report of GCM Commodity & Derivatives Ltd.

Mar 31, 2015

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the material misstatement, whether due to fraud or error.

Auditor's Responsibility

We have taken into account the provisions of the Act, the accounting and auditing standards and matters thereunder.

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the state of affairs of the Company as at 31st March2015, its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

2. 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 a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. 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, 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 aforesaid 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies Act, 2013 (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:-

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

iii. The Company was not required to transfer any fund into the Investors Education and Protection Fund during the year.

Annexure to the Independent Auditors' Report

Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of GCM Commodity & Derivatives Limited on the accounts of the company for the year ended 31st March, 2015.

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

intervals. According to the information and explanations given to us, no material discrepancies

ii. In respect of its inventory:

b) In our opinion and according to the information and explanation given to us, the procedures

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed

iii. In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

a) According to the information and explanations given to us, the Company has not granted Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

internal control procedures commensurate with the size of the company and the nature of its the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v. The company has not received any public deposits during the year.

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

vii. In respect of statutory dues:

a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b) According to the information and explanations given to us, there were no undisputed

c) amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

viii. The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

x. In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xi. The company has not obtained any term loan during the year, so this para of order is not applicable.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Bharat D. Sarawgee & Co. Chartered Accountants Place : Kolkata Date : May 28, 2015 Bharat D. Sarawgee Partner Membership No. 061505 FRN: 326264E

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Mar 31, 2014

We have audited the accompanying financial statements of the GCM COMMODITY & DERIVATIVES LIMITED, which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under 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.

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 judgement, 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 Companys 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 aforesaid 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:

(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 profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with 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 the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 1 of our report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. We are informed that all the fixed assets have been physically verified by the management during the year and no discrepancies have been noticed on such verification. No Disposal of any substantial parts of the fixed assets of the Company has taken place during the year.

2. The stock in trade has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the Company and the nature of the business. The Company is maintaining proper records of stocks. No discrepancies noticed on verification between the physical stocks and the book records.

3. The Company has not taken or granted any loans, secured or unsecured to or from any Companies, firms or other parties listed in the Registered Maintained under Section 301 of the Companies Act, 1956.

4. The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. We have not come across any weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 is entered.

6. The Company has not accepted any deposits from the public.

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

8. The Company is regular in depositing undisputed statutory dues including provident Fund, Investor Education 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. According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014 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 of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

9. The Company has no accumulated losses in the current financial year as well as in the immediately preceding Financial Year and has not incurred cash losses in the Current and immediately preceding financial year.

10. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

12. In our opinion and according to the information and explanations given to us, the nature and activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund/ societies.

13. In respect of dealing in shares, securities and other investments, in our opinion and according to the information and explanation given to is, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and securities and other investments have been held by the Company in its own name.

14. The Company has not issued any preferential allotment to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

15. The Company has not raised any money during the year through public issue, although allotment was done in the month of April, 2013 for Public issue pertaining to financial year 2013-2014. Further the management has disclosed the end uses of fund raised and have been verified by us.

16. No fraud on or by the Company has been noticed or reported during the course of our audit.

17. The other provisions of the Order do not appear to be applicable for the year under report.

For Bharat D. Sarawgee & Co. Chartered Accountants

Place : Kolkata Date : May 29, 2014 Bharat D. Sarawgee Partner Membership No. 061505 FRN:326264E

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Mar 31, 2013

We have audited the accompanying financial statoments of the gcm commoditt & derivatives LIMITED , which comprise the Balance Sheet as at 31st March. 2013. the Statement of Profit and Loss and the cash flow statement for the year then 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 foe Accounting Standards referred to in Section 211 (3C) ot 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 slatements that give a (me 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 cm 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 tree 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 judgement, 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 lair 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 Companys internal Control An audit also includes evaluating the approprraleness 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 foal 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 aforesaid 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:

(i) In Ihe Case of the Balance Sheet, of the slate of affairs of The Company as at 31 st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order. 2003 ('the Order) issued by the Central Government in terms of Section 227(4A) of the Act. we give in the Annaxure a Statement on the matters specified in paragraphs 4 and 5 of the Order. As required by Section 227(3) of the Act, We report that:

We have obtained alt the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit and have found them to be satisfactory.

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.

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

In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement Comply with the Accounting Standards referred to in Section 211(3C) of the Act.

On the basis of the written representation received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2013 from being appointed as a director in terms of clause (9) of sub-section (1) of section 274 of the Companies Act 1955.

REFERRED TO PARAGRAPH OF INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GCM COMMODITY & DERIVATIVES LIMITED FOR THE YEAR ENDED 31ST MARCH. 2013.

1. The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. We are informed that all the fixed assets have been physically verified by the management during the year and no discrepancies have been noticed on such verification. No Disposal of any substantial parts of the fixed assets of the Company has taken place during the year.

2. The stock in trade has been physietiliy verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedure of physical verification of stock followed by the management is reasonable and adequate in relation to the size of the company and the nature of the business. The company is maintaining proper records of stocks. No discrepancies noticed on verification between the physical stocks and the book records.

3. The Company has not taken or granted any loans, secured or unsecured to or from any Companies, firms or other parties listed in the Registered Maintained under Section 301 of the Companies Act. 1956.

4. The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. We have not come across any weaknesses in internal control.

5. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Sub clause (b) is not applicable

6. The Company has not accepted any deposits from the public.

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

8. The Company is regular in depositing undisputed statutory dues including provident Fund, investor Education 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 mititorities. According to the information and explanations given to us. no undisputed amount payable in respect of income tax. wealth tax. service tax, sales tax. custom duty, excise duty and cess were in arrears, us at 31st March. 2013 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 of income tax. wealth tax, service tax, sales tax, custom duty, excise duly and cess which have not been deposited on account of any dispute.

9, The Company has no accumulated losses in the current financial year as well as in the immediately preceding Financinl Year and has not incurred cash losses in the Current and immediately preceding financial year.

10. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

1l. The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

12. In our opinion and according to the Information and explanations given to us, the nature and activities of the company does not attract any social statute applicable to chit fund and nidhi /mutual benefit fund/ societies.

13. In respect of dealing in shares, securities and other investments, in our Opinion and according to the information and explanation given to is, proper records have been maintained of the transactions and contracts and timely entries have been made therein. Tire shares and securities and other investment have been held by the Company in its own name

14. During the year, the Company has issued preferential allotment to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 at premium. The price at which issue were made is not prejudicial to the interest to the company

15. The Company has not raised any money during the year through any public issue.

16. No fraud on or by the Company has been noticed or reported during the course of our audit.

17, The other provisions of the Order do not appear to be applicable for the year under report.

for BHARAT D. SAKAWGEE & CO. Chartered Accountants

32A Chittaranjan Avenue, Kolkate-700 012. Dated, the 19th June, 2013 Bharat D. Saraweec Partner M. No. 061505 FRN :326264E