Auditor Report of Jaisukh Dealers Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Jaisukh Dealers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate 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.

Auditor's 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, 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 conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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, 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 Standalone Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.

b. In the case of Standalone Statement of Profit and Loss, of the Profit/loss for the year ended on that date.

c. In the case of the Standalone Cash Flow Statement, of the cash flows of the Company 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, ("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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought & 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 and Statement of Profit and Loss 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 the Cash Flow Statements dealt with by this report 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 31st March, 2015, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and according to the explanations given to us, none of the clauses are applicable to the Company.

The Annexure 1 referred to in paragraph 1 of our report of even date to the members of M/s. Jaisukh Dealers Limited on the accounts for the year ended 31st March, 2015.

1. In respect of the Company's Fixed Assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of the Company's Inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(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 on physical verification.

3. The Company has not granted unsecured loan to Companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013. Hence clause (b) & (c) are not applicable.

4. In our opinion and according to 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 regard to purchase of fixed assets, and with regard to the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public and therefore, the provisions of section 73 and 74 of the Companies Act, 2013 and rules there under are not applicable to the company.

6. According to the information and explanation given to us maintenance of cost records has not been prescribed by the Central Government under section 148(1 )of the Companies Act, 2013.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company is regular in depositing with appropriate undisputed statutory dues including provident fund, investor education & protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no disputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess were in arrears as at 31.03.2015 for a period of more than six months from the date they became payable.

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act.

8. The company does not have accumulated losses. The company has not incurred the cash losses during the financial year covered by our audit and in the immediately preceding financial year.

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

10. As informed to us the company has not given any guarantee for loans taken by others from banks and financial institutions.

11. To the best of our knowledge and belief and according to the information and explanations given to us, the company has availed Term Loan in the form of Auto loan from BMW Financial Services Pvt. Ltd.

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

None of the other matters are either applicable or call for a statement for the year underaudit.

For Bajoria Mayank & Associates

Firm Registration No. 327336E

Chartered Accountants

Place : KOLKATA CA. Anish Kumar Banka

Date : 30th May, 2015 Partner

M. No. 412888

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Mar 31, 2014

We have audited the accompanying financial statements of Jaisukh Dealers Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss 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 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.

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. 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 said accounts 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:

a. In the case of Standalone Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

b. In the case of Statement of Profit and Loss Account, of the Profit / Loss for the year ended on

19, R.N. Mukherjee Road, Eastern Building, 1* Floor, Kolkata- 700001 Email: [email protected] that date.

c. In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

I. 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 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 of Account;

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

e. On the basis of written representations received from the directors, as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. 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.

II. 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 hereunder a statement on the matters specified in paragraphs 4 and 5 of the said Order.

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed any part of its fixed assets.

2. (a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the company is maintaining proper records of inventory and no material discrepancies were noticed on the physical verification.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(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 iii (b), iii(c) and iii (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 not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has incurred preliminary expenses on behalf of four subsidiaries amounting to Rs. 128240/-. In respect of the said expenses, the maximum amount outstanding at any point of time during the year was Rs. 128240/- and the year end balance is Rs. 128240/-.

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 regard to purchase and sale of inventory. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls..

5.a) In our opinion and according to the information and explanations provided by the management, the particulars of contracts or arrangement referred to in section 301 of the Act have been entered in the register required to be maintained underthat section.

b) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts and arrangement referred to in (v) (a) above and exceeding the value of five lacs rupees with any party during the year have made at a price which are reasonable having regard to the prevailing market price at the relevant time.

6. The company has not accepted any deposits from the public attracting the provisions of Section 58Aand 58AAor any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. The Company has internal audit system commensurate with the size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9.(a)The Company is generally regular in depositing undisputed statutory dues including Income-tax, Wealth Tax and other statutory dues with the appropriate authorities as at 31sl March, 2014.

(b) As on 31st March, 2014 there are no dues of Income tax or any other statutory dues which have not been deposited on account of any dispute.

10. The Company has no accumulated losses as on 315'' March, 2014. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year too.

11. According to the information and explanations given to us, the company has no dues to any financial Institutions or banks or debenture holders during the year under consideration.

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

13. The Company is not subject to the provisions of any special statute applicable to chit fund. The Company is not a nidhi /mutual benefit fund/society.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares, securities and debentures and other investments and timely entries have been made therein. All shares, securities, debentures and investments have been held by the company in its own name.

15. According to the information and explanations given by the management and on the basis of examinationof the books of Accounts, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given by the management and on the basis of examination of the books of Accounts, the Company has not taken any term loan and so the question of application does not arise.

17. According to the information and explanations given by the management and on the basis of an overall examination of the Balance Sheet, the Company has not raised funds to be used specifically forshortterm or long term basis.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore the question of creating Security in respect thereof does not arise.

20. During the period covered by our audit report, the company has not raised any money by way of public issue.

21. According to the explanation and information given to us, based upon the audit procedures performedand representation made by the management, we report that no fraud on or by the Company has beennoticed or reported during the course of ourAudit.

Company Overview

Jaisukh Dealers Limited along with its wholly owned and controlled subsidiaries, JDL Real Estates Limited, JDL Hosieries Limited, JDL Consultants Limited and JDL Gems & Jewelleries Limited is a pubic limited company incorporated under the provisions of the Indian Companies Act, 1956, Jaisukh Dealers Limited carries the business as buyer, seller, importer, exporter, distributor and dealers of embroidery embroidered and other textiles. Company also deals in shares and other Commodities.

For Bajoria Mayank & Associates Firm Registration No 327336E Charted Accountants

CA Anish Kumar Banka Partner M No 412888 Kolkata 29th May 2014

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Mar 31, 2013

TO THE MEMBERS OF JAISUKH DEALERS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Jaisukh Dealers Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss 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 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.

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. 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 said accounts 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:

a. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013.

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

Report on Other Legal and Regulatory Requirements

I. 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 appears from our examination of those books.

c. The Balance Sheet and Profit and Loss Account 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 dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956,

e On the basis of written representations received from the directors, as on 31st March, 2013 jand taken on record by the Board of Directors, we report that none of the directors ''S disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) o 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.

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

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during discrepancies were noticed on such verification.

(c) During the year, the company has not disposed any part of its fixed assets.

2 (a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the company is maintaining proper records of inventory and no material discrepancies were noticed on the physical verification.

3. The Company has not granted or taken any loans secured or Firms other parties covered in the register maintained under the provision of Section 301 of the Act.

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 regard to purchase and sale of inventory. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls. .

5. According to the information and explanations given to us, there are no transactions made in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakh in respect of each party during the year.

6. The company has not accepted any deposits from the public attracting the provisions of Section 58A and or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. The Company has internal audit system commensurate with the size and nature of its business.

8. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9. Company is generally regular in depositing undisputed statutory dues including Income-tax Wealth Tax and other statutory dues with the appropriate authorities as at 31st March, 2013.

(b) As on 31st March, 2013 there are no dues of Income tax or any other statutory dues which have not been deposited on account of any dispute.

10. The Company has no accumulated losses as on 31st March, 2013. The company has not incurred financial year covered by our audit and in the immediately preceding financial year too.

11. According to the information and explanations given to us, the company has no dues to any financial Institutions or banks or debenture holders during the year under consideration.

12. In our opinion and according to the information and explanations given to us, the Company granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

13. The Company is not subject to the provisions of any special statute applicable to chit fund The Company is not a nidhi /mutual benefit fund/society.

14. According to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given by the management and on the basis of examination of the books of Accounts, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and explanations given by the management and on the basis of examination of the books of Accounts, the Company has not taken any term loan and so the question of application does not arise.

17. According to the information and explanations given by the management and on the basis of an overall examination of the Balance Sheet, the Company has not raised funds to be used specifically for short term or long term basis.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore the question of creation Security in respect thereof does not arise.

20. During the period covered by our audit report, the company has not raised any money by way of public issue. 19, R.N. Mukherjee Road, Eastern Building, 1st Floor, Kolkata- 700001 Email bmassociatesl [email protected]

21. According to the explanation and information given to us, based upon the audit procedures performed and representation made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit. .

For Bajoria Mayank & Associates

Firm Registration Number: 327336E

Chartered Accountants

CA. Anish Kumar Banka

Partner

Membership No: 412888

Place: Kolkata

Dated: The 2nd Day of August, 2013