Auditor Report of Grandma Trading & Agencies Ltd.

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of Grandma Trading and Agencies Limited ("the Company"), which comprises of Balance Sheet as at 31^st March, 2016, the statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Sub-Section (5) of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements to 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 Accounting Standards prescribed in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 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 a judgment and estimates that are reasonable and prudent; and the design, implementation and maintenance of 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 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 provisions of the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the 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 financial 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 statements.

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 31^st March, 2016, and its profit and its 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, 2016'' issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act ("the order"), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we enclose in "Annexure - A" a statement on the matters specified in paragraphs 3 and 4 of the said order.

Further 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 it appears from our examination of those books.

c) The Balance Sheet, the 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 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 the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016 from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) 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) Rules, 2014, in our opinion and to the best of our information and according to the 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 derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS'' REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31^st MARCH, 2016 OF GRANDMA TRADING AND AGENCIES LIMITED

i. In respect of Fixed Assets, the company does not possess any fixed assets and hence the sub -clause (a), (b) and (c) of clause (i) para 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable.

ii. The nature of inventory held by the Company does not demand for physical verification and hence, clause (ii) para 3 of the Order is not applicable.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause (iii) (a) to (C) of Paragraph 3 of the said Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

v. No deposits have been accepted by the Company within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi. The maintenance of Cost Records has not been specified by the Central Government under subsection (1) of Section 148 of the Act, in respect of the activities carried on by the company.

vii. a) According to the information given to us and the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues including provident fund, employee''s state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Investor Education and Protection Fund and any other statutory dues as at 31^st March 2016.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

viii. The Company has not taken any loan either from financial institutions, Banks or from the government and has not issued any debentures, therefore Clause (viii) of the said Order is not applicable to the Company.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order is not applicable to the Company.

x. Based upon the audit procedures performed and the information given by the management, we report that no fraud by the Company or any fraud on the company by its officers or employees has been noticed or reported during the year.

xi. There being no managerial personnel in the Company and therefore no managerial remuneration was required to be paid as per the provision of section of the Companies Act, 2013. Therefore Clause (xi) of the Order is not applicable.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of the Order is not applicable to the Company.

xiii. Based upon the Examination and explanations given by the management there were no related parties transaction by the Company.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures under section 42 of the Companies Act, 2013 during the year. Accordingly, clause (xiv) of the Order is not applicable to the Company.

xv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause (xv) of the Order is not applicable to the Company.

xvi. The company is not required to be registered U/s 45 IA of the Reserve Bank of India at, 1934.

For M/s Gupta Saharia & Co.

Chartered Accountants

Sd/-

(S.S. Rathi)

Partner

Place : Membership No.: 73373

Date : 30.05.2016 Firm Reg. No. 103446W

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Mar 31, 2015

We have audited the accompanying financial statements of Grandma Trading and Agencies Limited ("the Company"), which comprises of Balance Sheet as at 31st March, 2015, the statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Sub-Section (5) of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements to 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 Accounting Standards prescribed in Section 133 of the Act, read with Rule 7 of the Companies Accounts (Rule), 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 a judgement and estimates that are reasonable and prudent; and the design, implementation and maintenance of 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 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 provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

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 financial 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements along with the notes thereon 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 March, 2015, and its profit and its 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, 2015' issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act ("the order"), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said order.

Further 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 it appears from our examination of those books.

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

d) The Company's Balance sheet and profit and loss account dealt with in the report are in agreement with the books of accounts and returns.

e) 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.

f) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

i) 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) Rules, 2014, in our opinion and to the best of our information and according to the 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 derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE-A

ANNEXURE TO THE AUDITORS' REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015 OF GRANDMA TRADING AND AGENCIES LIMITED

1. In respect of Fixed Assets, the company does not possess any fixed assets and hence the clause 3(i)(a) and 3(ii)(b) of the Companies (Auditor's Report) Order, 2015 are not applicable.

2. (a) The nature of inventory held by the Company does not demand for physical verification and hence, clause 3(ii)(a) and 3(ii)(b) of the Companies (Auditor's Report ) Order, 2015 are not applicable.

(b) As explained, the Company has been maintaining proper records of the inventory and no material discrepancies where noticed in relation to it.

3. In respect of loans, secured or unsecured, granted to Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013;

a) The Company has not granted any loans to such parties during the year and hence the question of regular receipt of principal amount and interest does not arise.

b) Since the Company has not granted loans to such parties, there is no instance of overdue amount of Rupees One Lakh.

4. In our opinion, and according to the information and explanations given to us, there exist adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and explanation given to us, during the year the Company has not accepted any deposits to which the directives of the Reserve Bank or provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 framed there under would apply.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the companies Act, 2013 for any of the services of the Company.

7. a) According to the information given to us and the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Investor Education and Protection Fund and any other statutory dues as at 31st March 2015.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and no statutory dues required to be deposited on account of any dispute.

c) The company is not required to transfer any amount to Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such und within time.

8. The Company is registered for a period of not less than five years but the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year.

9. The Company has neither taken any loan from banks and financial institutions nor issued any debentures hence the question of default in repayment of dues does not arise.

10. As per the explanation and information given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The Company has not raised any term loans during the year.

12. During the course of our examination of books and records of the Company and according to the information and explanations given by the management, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For M/s Gupta Saharia & Co.

Chartered Accountants

Sd/- (S.S. Rathi) Partner

Place: Mumbai Membership No.: 73373

Date : 29-05-2015 Firm Reg. No. 103446W

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Mar 31, 2014

We have audited the attached Balance Sheet of GRANDAMA TRADING AND AGENCIES LIMITED as at 31st March, 2014 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENTS 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 auditing standards issued by the Institute of Chartered Accountants of 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, 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 basic for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us the said accounts together with notes thereon, 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to 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 purpose of our audit;

b) In our opinion, proper books of accounts 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) On the basis of the written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure (Referred to in 3rd paragraph of our report of even date)

As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of Section 227 of the Companies Act, 1956, we further report that.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets on the basis of available information.

(b) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

However there were no fixed assets held during the year.

2. (a) The procedures of verification followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(b) The Company is maintaining proper records of Inventory.

3. In respect of Loans, secured or unsecured, granted or taken by the Company to / from Companies, Firm or the other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information or explanation given to us:

(a) According to the information and explanation given to us, the company has not granted any loans covered in the register maintained under section 301 of the Companies Act, 1956.

(b) There is no amount overdue for more than rupees one lakh, since no loans have been granted to the parties.

(c) In our opinion and according to the information and explanation given to us, the rate of interest, where applicable and other terms and condition, are not prima facie prejudicial to the interest of the company.

(d) The Company has not taken any loans during the year from companies, firm or parties covered in the Registered maintained under section 301 of the companies Act, 1956. Consequently, the requirement of clauses (iii) (f) and (iii) of paragraph 4 of the Order are not applicable.

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 nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanation given to us, the transaction that needs to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. However there are no such transactions that are required to be entered into in the 301 Register.

6. The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of Companies Act, 1956 and rules framed there under companies (Acceptance of Deposits) Rules, 1975. Therefore the provisions of the clause (vi) of paragraph4 of the order are not applicable.

7. In our opinion, the Company''s internal audit system is commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.

9. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues including Service Tax, Stamp Duty, Income Tax, and other applicable material statutory dues as applicable with appropriate authorities of India.

(b) 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.

(c) According to the Information and explanation given to us, no undisputed amounts payable in respect of Income tax as at 31st March, 2014 for a period of more than six months from the date they become payable.

(d) According to the Information and explanation given to us and records of the Company examined by us, the dues of Income tax as at 31st March 2013 which have not been deposited on account of dispute are Nil.

10. According to the information and explanations given to us, The Company does not have accumulated losses more than fifty percent of its net worth at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and no cash loss in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced to us, the company did not have any borrowing from a financial institution or bank or debenture holders and hence clause 4(xi) of the companies (Auditor''s Report) Order, 2003 (as amended) is not applicable.

12. In our opinion and according to the explanation available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not chit fund /nidhi /mutual benefit fund /society . Therefore, the provisions of the Clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures, and other investment and timely entries have been made therein .All Shares, securities, debentures and other investment have been held by the Company in its name.

15. In our opinion, and according to the information and explanation given to us, The company has not given guarantee for the loans taken by others from banks or financial institution; hence clause (xv) of Para 4 of the Order is not is not applicable.

16. According to the information, the Company has not taken / raised any term loan during the current year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short terms basis have been used for long term investments. No long term funds have been used to finance short term assets.

18. The Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under Sec. 301 of the Act during the year.

19. The Company has not issued any Debentures during the year.

20. The Company has not raised any money by Public Issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reporting during the course of our audit.

For M/s Gupta Saharia & Co. Chartered Accountants

Sd/- (S.S. Rathi) Partner Place: Mumbai Membership No. 103446W Date: 28.05.2014 Firm Reg. No. 103446W

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Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of GRANDAMA TRADING AND AGENCIES LIMITED as at 31st March, 2013 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Managements 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 fina ncial 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 auditing standards issued by the Institute of Chartered Accountants of 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedure selected depends on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statement, 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 basic for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts together with notes thereon, 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 Balance Sheet, of the state of affairs of the Company as at 31st March , 2013;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to abov e, 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 accounts 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e) On the basis of the written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure (Referred to in 3rd paragraph of our report of even date)

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of Section 227 of the Companies Act, 1956, we further report that.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However there were no fixed assets held during the year.

2. (a) The procedures of verification followed by the managem ent are reasonable and adequate in relation to the size of the Company and the nature of its business.

(b) The Company is maintaining proper records of Inventory.

3. In respect of Loans, secured or unsecured, granted or taken by the Com pany to / from Companies, Firm or the other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information or explanation given to us:

(a) The Company has not taken loans secured or unsecured from the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not given any loan secured or unsecured to Companies, from or the other parties covered in the register maintained under section 301 of the Companies Act, 1956 or the Companies under the same management within the meaning of Section 370(1-B) of the Companies Act, 1956.

(c) The other ter ms and cond itions of these unsecured loans are not prima facie prejudicial to the interest of the Company.

(d) There is no amount overdue during the year.

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 nature of its business with regards to the purchase of shares, fixed asset and with regards to the sale of shares / fixed assets.

5. According to the information and explanation given to us, the transaction that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. However there are no such transactions that are required to be entered into in the 301 Register.

6. The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of Companies Act, 1956 and rules framed there under companies (Acceptance of Deposits) Rules, 1975

7. In our opinion, the Company’s internal audit system is commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.

9. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues including Service Tax, Stamp Duty, Income Tax, and other applicable material statutory dues as applicable with appropriate authorities of India.

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) According to the Information and explanation given to us, no undisputed amounts payable in respect of Income tax as at 31st March, 2013 for a period of more than six months from the date they become payable.

(c) According to the Information and explanation given to us and records of the Company examined by us, the dues of Income tax as at 31st March 2013 which have not been deposited on account of dispute are Nil .

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current year however the company had accumulated losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management. The Company does not have any borrowings from Banks, financial institution or by way of debentures.

12. The Company has not granted any Loans and Advances on the basis of Security by way of Pledge of share, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the provisions of any special aspect of chit fund, nidhi / mutual fund / societies are not applicable to the Company.

14. Company is dealing or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions during the year.

16. The Company has not taken any term loan during the current year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short terms basis have been used for long term investments. No long term funds have been used to finance short term assets.

18. The Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under Sec. 301 of the Act during the year.

19. The Company has not issued any Debentures during the year.

20. The Company has not raised any money by Public Issue during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

For M/s Gupta Saharia & Co.

Chartered Accountants

Sd/-

(S.S. Rathi)

Partner

Place: Mumbai Membership No.: 73373

Date : 30/05/2013 Firm Reg. No. 103446W

---

Mar 31, 2012

We have audited the attached Balance Sheet of GRANDMA TRADING AND AGENCIES LIMITED as at 31st March 2012 and the Profit and Loss Account of the Company for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standard 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 test basis evidence supporting the amounts and disclosure 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 the reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to in paragraph above, we state that:

1. 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.

2. In our opinion, the Company, as required by law, has kept proper books of account, so far, as appears from our examination of the books.

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts, maintained by the Company and examined by us.

4. In our opinion, the Profit and Loss Account & Balance Sheet comply with the accounting standard referred in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

5. On the basis of written representations received from the Directors as on 31st March, 2012 and taken on the record by the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to Notes appended thereto, 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 :

- in the case of the Balance sheet, of the state of affairs of the company as at 31st March, 2012 and

- in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

Annexure to Auditors Reports

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of Section 227 of the Companies Act, 1956, we further report that.

1. (a)The Stock has been physically verified by the management during the year. The management has verified / reconciled the stock during the year. In our opinion, the frequency of the verification is reasonable.

(b) Our opinion and according to the information and explanation given to us, the procedures of physical verification of stocks followed by the Management were found reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its stock and no material discrepancies were noticed on such physical verification.

2. In respect of Loans, secured or unsecured, granted or taken by the Company to / from Companies, Firm or the other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information or explanation given to us:

(a) The Company has not taken loans secured or unsecured from the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not given any loan secured or unsecured to Companies, from or the other parties covered in the register maintained under section 301 of the Companies Act, 1956 or the Companies under the same management within the meaning of Section 370(1-B) of the Companies Act, 1956.

(c) The other terms and conditions of these unsecured loans are not prima facie prejudicial to the interest of the Company.

(d) There is no overdue amount.

3. 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 nature of its business with regards to the purchase of shares, fixed asset and with regards to the sale of shares / fixed assets.

4. (a) According to the information and explanation given to us, the transaction that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. However there are no such transactions that are required to be entered into in the 301 Register.

(b) In our opinion and according to the information and explanation given to us, for purchase of goods, sale of goods and services made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rs.5,00,000 in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market prices for such goods & services have been made with the other parties.

5. The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of Companies Act, 1956 and rules framed there under.

6. In our opinion, the Company's internal audit system is commensurate with its size and the nature of its business.

7. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.

8. (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues including Service Tax, Stamp Duty, Income Tax, and other applicable material statutory dues as applicable with appropriate authorities of India.

(b) According to the Information and explanation given to us, no undisputed amounts payable in respect of Income tax as at 31st March, 2012 for a period of more than six months from the date they become payable.

(c) According to the Information and explanation given to us and records of the Company examined by us, the dues of Income tax as at 31st March 2012 which have not been deposited on account of dispute are Nil.

9. The Company has accumulated losses of Rs.49.39 Lacs and it has not incurred cash loss during the financial year and has not incurred cash losses during the immediately preceding financial year.

10. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any Financial Institution or Bank.

11. The Company has not granted any Loans and Advances on the basis of Security by way of Pledge of share, debentures and other securities.

12. The provisions of any statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

13. In our opinion and according to the information and explanations given to us, the provisions of any special aspect of chit fund, nidhi / mutual fund / societies are not applicable to the Company.

14. Company is not dealing or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks / Financial Institutions during the year.

16. The Company has not taken any term loan during the current year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short terms basis have been used for long term investments. No long term funds have been used to finance short term assets.

18. The Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under Sec. 301 of the Act during the year.

19. The Company has not issued any Debentures during the year.

20. The Company has not raised any money by Public Issue during the year. However Company has raised Rs.1291.00Lacs via preferential issue of Equity Shares to non existing shareholders.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

For M/s Gupta Saharia & Co.

Chartered Accountants

Sd/-

(S.S. Rathi)

Partner

Place: Mumbai M. No.: 73373

Date: 13th August, 2012 Firm Reg.No.103446W