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Auditor Report of Madhusudan Securities Ltd.

Mar 31, 2015

MADHUSUDAN SECURITIES LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of MADHUSUDAN SECURITIES LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, 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 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 the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with 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; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give true and fair view 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 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 qualified opinion on the financial statements.

Basis for Qualified Opinion

* The Company has not made any provision for doubtfui recovery of Rs. 12 Crores from Primus Retaii (P) Ltd.

* The 61,42,847 shares issued to Primus Retaii (P) Ltd. of face value of Rs. 10/- each have been forfeited which is accounted as Forfeited Shares to be re-issued, pending statutory approval / consideration.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, 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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("The Order") issued by the Government of India in terms of sub section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure 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 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) Except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, 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 (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company does not have any pending litigations which shall impact its financial positions.

ii. The Company does not have any long terms contracts for which provisions are required to be made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

Annexure to the Auditors'' Report

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our Report of even date for the year ended 31st March 2015)

(i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2015. Hence, the clause is not applicable to the Company

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, the clause is not applicable to the company.

(iii) In respect of loans granted, secured or unsecured, by the Company to firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013;

The Company has not granted any secured / unsecured loan to any of the parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, sub clauses (a) and (b) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure and system commensurate with the size of the company and nature of its business for purchase of inventory and fixed assets and for sale of goods and services, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 to Section 79 of the Companies Act 2013.

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148 (1) of the Companies Act, 2013, in respect of activities carried on by the Company

(vii) In respect to statutory dues

(a) According to the records of the Company, the undisputed statutory dues under Income tax, Service Tax and other Statutory Dues as applicable to it have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following Income Tax dues have not been deposited with the appropriate authorities on account of dispute:

Statute Nature of Dues Forum where Period to which Disputed Dispute is the amount Tax amount pending relates

Income Income Tax Income Tax A.Y. 2009-2010 Rs.3Lacs Tax Act Demand Tribunal, 1961

(c) According to the records of the Company, no amount is pending to be transferred to the Investor Education and Protection Fund.

(viii) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company''s net worth at the end of the financial year.

(ix) The Company has not taken any loan from any bank or financial institution during the year under review, Hence, the clause is not applicable to the company.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions.

(xi) In our opinion and according to the information and explanations given to us the Company has not obtained term loans during the year.

(xii) According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.:1U612W)

BHARAT B. CHOVATIA PARTNER (Membership No. 31756)

PLACE: MUMBAI DATED: 25th May, 2015


Mar 31, 2014

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

Management''s Responsibility for 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 notified in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013. 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 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 entity''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.

Due to matter described in the Basis for Disclaimer of Opinion paragraph below, we were not able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

The Board had passed the necessary resolution to cancel the Business Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The same will result into recovery of the consideration of Rs.12 Crores paid and cancellation of the allotment of61,42,857 Equity Shares of Rs.10/-each issued at a premium of Rs.60/- amounting to Rs.43 Crores. Pending Completion of statutory formalities, no effect is given to the Board Resolution. We are unable to comment on the same.

Disclaimer of Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except for the matter described in the Basis for Disclaimer of Opinion paragraph;

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 & Loss and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards notified in sub section(3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

(i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2014. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order are not applicable to the company.

(iii) In respect of the loans, Secured or Unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956:

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

b) The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs..35,00,000/- & the year-end balance is Rs.. 35,00,000/-

c) The company has not paid any interest on the loan taken.

d) The Company has repaid the Loan amount as stipulated.

(iv) 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 for purchase of fixed assets, inventories and for sale of goods, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, during the year there are transaction made in pursuance of contracts or arrangements that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, we report that the same is maintained.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956 and the rules framed there under.

(vii) As informed to us, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable internal check of its financial and other records, commensurate with the size of the company and nature of its business.

(viii) As informed to us, Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) According to information and explanation given to us, in respect to statutory dues:

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax and other taxes as applicable to it. As at the end of the financial year there were no undisputed amounts payable for a period of more than six months from the date they become payable.

(b) There dues of Income Tax and other Taxes which have not been deposited with the appropriate authorities on account of any dispute are as follows:

Statute Nature of Dues Forum where Dispute Period to Disputed is pending which the Tax amount relates Amount Income Income Tax Income Tax Tribunal A.Y.2009-2010 3 Lacs Tax Act,1961 Demand

(x) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company''s net worth at the end of the financial year.

(xi) The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanation given to us, The Company is not a chit fund / nidhi /mutual benefit fund / society.

(xiv) The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities and other investments have been held by the Company in its own name.

(xv) According to the information and explanation given to us, In our opinion the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The Company has not taken any term loans and hence provision of clause (xvi) of the Order is not applicable.

(xvii) The Company has not raised any funds on short term basis.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956, during the year.

(xix) The Company has not raised any funds by the way of debenture issue during the year.

(xx) The Company has not raised any money by way of public issue during the year under review.

(xxi) During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA PARTNER (Membership No.31756)

Place: Mumbai Dated: 30th May 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for 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.

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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Due to matter described in the Basis for Disclaimer of Opinion paragraph below, we were not able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

The Board has passed the necessary resolution to cancel the Business Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The same will result into cancellation of the consideration paid other than cash of 61,42,857 Equity Shares of Rs. 10/-each issued at a premium of Rs. 60/- amounting to Rs. 43 Crores and claim of recovery of Rs. 12 Crores paid towards consideration pursuant to BA, pending completion of statutory formalities for the same, no effect is given to the Board Resolution for cancellation of the Equity Shares. We are unable to comment in the matter.

Disclaimer of Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit except for the matter described in the Basis for Disclaimer of Opinion paragraph;

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 & Loss and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, In our opinion, the Balance Sheet, the Statement of Profit& Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of section 274 (1)(g) of the Act. (i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2013. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order is not applicable to the company

(iii) In respect of the loans, Secured or Unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956:

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

e) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs.47,00,000/- & the year-end balance is Rs. 35,00,000/- f) The company has not paid any interest on the loan taken. g) The Company has repaid the Loan amount as stipulated.

(iv) 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 for purchase of fixed assets, inventories and for sale of goods, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, during the year there are transaction made in pursuance of contracts or arrangements that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, we report that the same is maintained .

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956 and the rules framed there under.

(vii) As informed to us, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable internal check of its financial and other records, commensurate with the size of the company and nature of its business.

(viii) As informed to us, Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) According to information and explanation given to us, in respect to statutory dues:

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax and other taxes as applicable to it. As at the end of the financial year there were no undisputed amounts payable for a period of more than six months from the date they become payable.

(b) There were no dues of Income Tax and other Taxes which have not been deposited with the appropriate authorities on account of any dispute.

(x) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of CompanyRs.s net worth at the end of the financial year.

(xi) The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanation given to us, The Company is not a chit fund / nidhi /mutual benefit fund / society.

(xiv) The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities and other investments have been held by the Company in its own name.

(xv) According to the information and explanation given to us, In our opinion the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The Company has not taken any term loans and hence provision of clause (xvi) of the Order is not applicable.

(xvii) The Company has not raised any funds on short term basis.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956, during the year.

(xix) The Company has not raised any funds by the way of debenture issue during the year.

(xx) The Company has not raised any money by way of public issue during the year under review.

(xxi) During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA

PARTNER

(Membership No.31756)

Place: MUMBAI

Dated: 30th May 2013


Mar 31, 2012

1 . We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES LIMITED as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date as 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.

2 . We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

3 . As required by the Companies (Auditor's report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2 004 ("the order") issued by the Central Government of India under 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 same order.

4 . Further to our comments in the Annexure referred to in Paragraph (3) above; we report that;

(a) We have obtained all the information and explanations, which to 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 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 accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the 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;

(e) On the basis of the written representations from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that as per the information and explanation given to us, none of the Directors are prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 and

(f) Without qualifying our report, we draw your attention to the following Other Disclosures to Financial Statements:

Note no. 18.2: Regarding take-over of Business of Weekender Brand from Primus Retail Pvt. Ltd. and pending Capital Commitment of Rs. 45 Crores.

Subject to above,

In our opinion and to the best of our information and according to the explanation given to us, the said financial statements read with the significant accounting policies and 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 case of the Balance Sheet, of the State of affairs of the company as at March 31st, 2012, and;

(ii) In the case of Statement of Profit & Loss of the LOSS for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our Report of even date on accounts of Madhusudan Securities Limited for the year ended 31st March 2012 .)

1 . In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2012. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

2 . In respect of Inventory :

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order is not applicable to the company.

In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

b) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 47,00,000/- & the year-end balance is Rs. 47,00,000/-

c) The company has not paid any interest on the loan taken.

d) The Company has not repaid the Loan amount.

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 for purchase of inventories, fixed assets and for sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

5 . (i) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6 . The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956.

7 . The Company has no formal internal audit system. However, in our opinion and according to the information and explanation given to us, its internal control procedures generally ensure reasonable internal check of its financial and other records, commensurate with the size of the Company and the nature of its business.

8 . As informed to us, the maintenance of Cost records has not been prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

9 . According to information and explanation given to us, in respect to statutory dues :

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax Act and other material statutory dues as applicable to it.

However, the provision of the Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues are NOT APPLICABLE.

b. At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more than six months from the date they become payable.

10 . The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company's net worth at the end of the financial year.

11 . The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

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

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

15 . According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16 . The Company has not taken any term loans and hence provision of clause (xvi) of the order is not applicable.

17 . According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the Company has not utilised funds raised on short-term basis for long-term purpose.

18 . As per the information and explanation given to us, the Company has not made any preferential allotment of shares, during the year, to the parties and Companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19 . The company has not raised any funds by the way of debenture issue during the year.

20 . The Company has not raised any money by public issue during the year under review.

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

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA

PARTNER

(Membership No.31756)

Place: MUMBAI

Dated: 31st July 2012


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditors report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 ("the order") issued by the Central Government of India under 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 same order.

4. Further to our comments in the Annexure referred to in Paragraph (3) above; we report that;

(a) We have obtained all the information and explanations, which to 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 appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) in our opinion, the Balance Sheet, Profit and Loss Account and the 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;

(e) on the basis of the written representations from the Directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that as per the information and explanation given to us, none of the Directors are prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956 and

(f) in our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes to accounts, subject to note No. If 2 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 case of the Balance Sheet, of the State of affairs of the company as at March 31st, 2010, and; (ii) In the case of Profit & Loss A/c of the PROFIT of the company for the year ended on that date. (iii) In the case of the Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our Report of even date on accounts of Madhusudan Securities Limited for the year ended 31st March 2010.)

1. In respect of its Fixed Assets

During the year under audit, the Company does not have any Fixed Assets as on 31st March, 2010. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

2. In respect of Inventory:

During the year covered by our audit report, the company does not have any inventory, hence, provisions of clause 4(ii) of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956

(a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

(b) The Company has taken unsecured loan from the four of the parties, the parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 2,20,00,000/- & year-end balance is Rs. NIL

(c) The company has paid the interest on the loan taken and rate of Interest and other terms and conditions of loan taken are not prejudicial to the interest of the company.

(d) The Company has repaid the amount of the Loan along with interest regularly.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate widi the size of the company and nature of its business for purchase of inventories, fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

5. (a)According to the information and explanations given to us, we are of the opinion that die particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to die information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6. The Company has not accepted any deposits from die public within the meaning of Section 58A and Section 58AA of the Companies Act 1956. Therefore the clause (vi) of paragraph 4 of the Order are not applicable to the company.

7. In our opinion and according to the information and explanation given to us, the Company has no formal internal audit system as such but its internal control procedures generally ensure reasonable internal check of its financial and other records, commensurate with die size of the Company and the nature of its business.

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209 (l)(d) of the Companies Act, 1956, in respect of activities carried on by the Company.

9. According to information and explanation given to us, in respect to statutory dues:

(a) the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax Act and other material statutory dues as applicable to it However, die provision of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and odier statutory dues are not applicable.

(b) at the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

10. The Company has no accumulated losses as at 31st March, 2010 and it has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, reporting on paragraph 4 (xii) of the Order is not applicable.

13. The provisions of ay special statute applicable to a chit fund / nidhi /mutual benefit fund / societies are not applicable to the Company. Accordingly, reporting under paragraph 4 (xiii) of the Order is not applicable.

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

15. The company has not given any guarantee for loans taken by others from bank and financial institutions. Accordingly, reporting on paragraph 4 (xv) of the Order is not applicable.

16. In our opinion and according to the information an explanation given to us, there was no term loans taken by the Company and hence provision of clause (xiv) of the order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

19. The company has not raised any funds by the way of debenture issue during the year. Accordingly, the provision of clause 4 (xix) of the Order is not applicable to the Company.

20. The Company has not raised any money by public issue during the year under review.

21. During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA& ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.:111612W)

BHARAT B. CHOVATIA PARTNER

(Membership No.31756)

Place: MUMBAI Date: 30th July 2010