Auditor Report of S Kumars Online Ltd.

Mar 31, 2015

We have audited the attached financial statements of S Kumars Online Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

II. 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 Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. 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.

III. 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, 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 reasonable basis for our audit opinion.

Basis for Qualified Opinion

As stated in the Notes No.25.2.of the financial statements regarding;

(i) The Company has been incurring constant losses also the net worth of the Company has been fully eroded further the Company has also discontinued all the line of business, it has also been facing

cash-flow mismatches if the management is not able to infuse adequate money on appropriate time than the going concern assumption might get impacted.

IV. Qualified 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 Qualified Opinion paragraph, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date:

Report on Other Legal and Regulatory Requirements

1. 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 purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and the 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 Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of section 164(2) of the Act.;

(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 has disclosed the impact of pending litigations on its financial position in its financial statements

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

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company has conducted a physical verification of its fixed assets during the year. Further, the Company is in the process of tagging the individual fixed assets.

(ii) Inventories:

a) We were explained that the management has conducted physical verification of inventories as at close of the year under review.

b) Based on the explanations as above, we are of the opinion that the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on the year end physical verification of the same and upon comparison with the said records.

(iii) Loans & Advances granted and taken:

During the year, the Company has not granted any loans and advances, secured or unsecured, to any parties covered in the register maintained under Section 189 of the Companies Act.

(iv) Internal Controls:

In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods/provision of services except to the extent stated in (i) above. During the course of our audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Public Deposits:

According to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) Cost Records:

As explained to us, maintenance of cost records under of section 148(1) of the Act is not applicable to the Company during the year under review.

(vii) Statutory Dues:

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities except Service tax amounting to Rs 188,738 which have remained outstanding for more than six months as at the close of the financial year.

We were explained that the statutes pertaining to Employees' State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

b) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Dues Amount (Rs.) Assessment Year Forum

Income Tax Income Tax 8,20,73,960 2002-2003 Mumbai High Department and Interest Court

(viii) Accumulated Losses:

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year, the Company has incurred cash losses amounting to Rs. 43,33,693 (Previous Year - Rs. 24,79,371).

(ix) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures, there was no secured loans taken by the Company during the current year. The Company has not issued any debentures since its inception.

(x) Guarantees given:

As per the records verified by us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) Application of Funds raised:

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xii) Frauds:

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Shyam Malpani & Associates

Chartered Accountants Firm Registration No. - 120438W

Shyam Malpani

Proprietor

Membership No. F 34171

Mumbai, dated 29th May 2015

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Mar 31, 2014

We have audited the attached financial statements of S Kumars Online Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31st March 2014,the Statement of Profit and Loss and the Cash Flow Statement for the year then endedalong with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

II. 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 Section 211 (3C) of the Companies Act, 1956(hereinafter referred to as the Act),read with General Circular 15/2013 dated 13,h September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

III. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involvesperforming procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the Auditor''s judgment, including 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 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 the management, as well as evaluating the overall financial statement presentation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.

IV. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

(b) In the case of the Statement of Profit and Loss, of the Profit/ Loss of the Company for the year ended on that date; and

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

V. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1 .above, as required by Section 227(3) of the Act, we report as follows:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of 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 Companies Act, 2013;

(e) On the basis of written representations received from the respective directors as on 31st March 2014 and taken on record by the Board of Directors, 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 Act;

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company has conducted a physical verification of its fixed assets during the year. Further, the Company is in the process of tagging the individual fixed assets.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

(ii) Inventories:

a) We were explained that the management has conducted physical verification of inventories as at close of the year under review.

b) Based on the explanations as above, we are of the opinion thatthe procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on the year end physical verification of the same and upon comparison with the said records.

(iii) Loans & Advances granted and taken:

During the year, the Company has neither granted nor taken any loans and advances, secured or unsecured, to/from any parties covered in the register maintained under Section 301 ofthe Companies Act, 1956.

(iv) Internal Controls:

In our opinion, there are adequate internal control procedures commensurate with the size ofthe Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods/provision of services except to the extent stated in (i) and (ii) above. During the course of our audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Transactions covered by Section 301 of Companies Act, 1956:

As per the records verified by us, during the year under review, there were no transactions entered with the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(vi) Public Deposits:

During the year, the Company has not accepted any deposits from the public within the meaning of Sections 58-A and 58-AA of the Companies Act, 1956 and the rules framed in this regard by the Reserve Bank of India

(vii) Internal Audit:

The Company does not have a formal internal audit system at any time during the year under review.

(viii) Cost Records:

As explained to us, maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, is not applicable to the Company during the year under review.

(ix) Statutory Dues:

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities which have remained outstanding for more than six months as at the close of the financial year.

We were explained that the statutes pertaining to Employees'' State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

b) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Amount Assessment Forum Dues (rs) Year

Income Tax Income Tax 8,20,73,960 2002-2003 Mumbai High Department and Interest Court



(x) Accumulated Losses:

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year, the Company has incurred cash losses amounting to Rs. 15.87 Lacs(PreviousYear- Rs. 232.60Lacs).

(xi) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures, there was no secured loans taken by the Company during the current year. The Company has not issued any debentures since its inception.

(xii) Loans against pledge of Securities:

Based on the explanations and information provided to us, 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 during the year.

(xiii) Dealing in Shares, Securities, etc.:

The Company has not dealt with or traded in shares and securities during the year under review. In our opinion, the Company has maintained proper record in respect of its investments. The Company holds the said Investments in its own name.

(xiv) Guarantees given:

As per the records verified by us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xvi) Preferential allotment of shares:

According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(xvii) Security against Debentures:

As per the records verified by us, the Company has not issued any debentures and hence the question of creation of security does not arise.

(xviii) Frauds:

As per the records verified by us, no fraud on or by the Company has been noticed or reported during the year under review that causes the financial statements to be materially misstated.

(xix) Other Clauses:

Based on the records verified and as per the explanations given to us, clauses no. (xiii) and (xx) of the said Order are not applicable to the Company during the year under review.

For Shyam Malpani & Associates Chartered Accountants Firm Registration No. 120438W

Shyam Malpani Proprietor Membership No: F34171 Place : Mumbai Dated: 22nd May, 2014

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Mar 31, 2013

I. Report on the Financial Statements

We have audited the attached financial statements of S Kumars Online Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31at March 2013,the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

II. 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 Section 211(3C) of the Companies Act, 1956(hereinafter referred to as 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.

III. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 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 the management, as well as evaluating the overall financial statement presentation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.

IV. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

(b) In the case of the Statement of Profit and Loss, of the Profit/ Loss of the Company for the year ended on that date; and

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

V. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1 .above, as required by Section 227(3) of the Act, we report as follows:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Act;

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

In terms of the information and explanations given to us and the books and records

examined by us and on the basis of such checks, as we considered appropriate, we

further report as under:

(i) Fixed Assets:

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company has conducted a physical verification of its fixed assets during the year. Further, the Company is in the process of tagging the individual fixed assets.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

(ii) Inventories:

a) We were explained that the management has conducted physical verification of inventories as at close of the year under review.

b) Based on the explanations as above, we are of the opinion that the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on the year end physical verification of the same and upon comparison with the said records.

(iii) Loans & Advances granted and taken:

During the year, the Company has neither granted nor taken any loans and advances, secured or unsecured, to/from any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) Internal Controls:

In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods/provision of services except to the extent stated in (i) and (ii) above. During the course of our audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Transactions covered by Section 301 of Companies Act, 1956:

As per the records verified by us, during the year under review, there were no transactions entered with the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(vi) Public Deposits:

During the year, the Company has not accepted any deposits from the public within the meaning of Sections 58-A and 58-AA of the Companies Act, 1956 and the rules framed in this regard by the Reserve Bank of India.

(vii) Internal Audit:

The Company does not have a formal internal audit system at any time during the year under review.

(viii) Cost Records:

As explained to us, maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, is not applicable to the Company during the year under review.

(ix) Statutory Dues:

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities which have remained outstanding for more than six months as at the close of the financial year.

b) We were explained that the statutes pertaining to Employees'' State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

c) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Amount Assessment Forum Dues (Rs.) Year

Income Tax Income Tax 8,20,73,960 2002-2003 Mumbai High Department and Interest Court

Income Tax Penalty 5,40,04,092 2002-2003 Appellate Department Tribunal Mumbai

(x) Accumulated Losses:

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year, the Company has incurred cash losses amounting to Rs. 232.60 Lacs (Previous Year -Rs. 127.13 Lacs).

(xi) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures, there was no secured loans taken by the Company during the current year. The Company has not issued any debentures since its inception.

(xii) Loans against pledge of Securities:

Based on the explanations and information provided to us, 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 during the year.

(xiii) Dealing in Shares, Securities, etc.:

The Company has not dealt with or traded in shares and securities during the year under review. In our opinion, the Company has maintained proper record in respect of its investments. The Company holds the said Investments in its own name.

(xiv) Guarantees given:

As per the records verified by us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xvi) Preferential allotment of shares:

According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(xvii) Security against Debentures:

As per the records verified by us, the Company has not issued any debentures and hence the question of creation of security does not arise.

(xviii) Frauds:

As per the records verified by us, no fraud on or by the Company has been noticed or reported during the year under review that causes the financial statements to be materially misstated.

(xix) Other Clauses:

Based on the records verified and as per the explanations given to us, clauses no.

(xiii) and (xx) of the said Order are not applicable to the Company during the year under review.

For Shyam Malpani & Associates

Chartered Accountants

Firm Registration No. 120438W

Shyam Malpani

Proprietor

Membership No: F34171

Place : Mumbai

Dated: 30th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of S Kumars Online Limited, as at 31st March 2012 and also the Statement of Profit and Loss Account and the Cash Flow Statement for the year ended 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.

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 amount 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 a 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable to the Company during the year.

4. Further to our comments in the Annexure referred to in Para. 3 above, we report as follows:

(i) 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;

(ii) 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;

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

(iv) In our opinion, the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable to the Company during the year under review;

(v) On the basis of individual written representations received from the directors as on 3151 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) Attention is invited to the following notes in Note no. 25:

i. a) Regarding pending confirmation and any consequential reconciliation as at the close of the year in respect of Franchisees and Strategic Business Associates and the monetary impact of the same on the loss of the year and on the current liabilities which is presently unascertainable. However„ the Company has sent the confirmation letters to all the Franchisees and Strategic Business Associates and is of the opinion that no significant liability would arise on account of the said confirmation/reconciliation. Refer Note No. 25.3.

(vii) Subject to paragraph 4. (vi) (a) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes on Accounts in Note no.25 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 so far as it relates to the Balance Sheet, of the State of affairs of the Company as at 3151 March 2012;

b. in so far as it relates to the Statement of Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c. in so far as it relates to the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Annexure to the Auditors' Report (Referred to in paragraph 3 of our report of even date) '

Annexure to the Auditors' Report

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

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company's programme of physical verification of all its fixed assets every year, in our opinion, is reasonable having regard to the size of the Company. We have been explained that no material discrepancies have been noticed on such physical verification during the year.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

(ii) Inventories:

a) We were explained that the management has conducted physical verification of inventories at regular intervals during the year under review.

b) Based on the explanations as above, we are of the opinion that the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of the same and upon comparison with the said records.

(iii) Loans & Advances granted and taken:

During the year, the Company has neither granted nor taken any loans and advances, secured or unsecured, to/from any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) Internal Controls:

In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods/provision of sen/ices except to the extent stated in (i) and (ii) above. During the course of our audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Transactions covered by Section 301 of Companies Act, 1956:

As per the records verified by us, during the year under review, there were no transactions entered with the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(vi) Public Deposits:

During the year, the Company has not accepted any deposits from the public within the meaning of Sections 58-A and 58-AA of the Companies Act, 1956 and the rules framed in this regard by the Reserve Bank of India.

(vii) Internal Audit: -

The Company does not have a formal internal audit system at any time during the year under review.

(viii) Cost Records:

As explained to us, maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, is not applicable to the Company during the year under review.

(ix) Statutory Dues:

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities which have remained outstanding for more than six months as at the close of the financial year.

We were explained that the statutes pertaining to Employees' State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

b) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Amount Assessment Forum Dues (Rs.) Year

Income Tax Income Tax 8,20,73,960 2002-2003 Mumbai High Department and Interest Court

Income Tax Penalty 5,40,04,092 2002-2003 Appellate Department Tribunal Mumbai

(x) Accumulated Losses:

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year, the Company has incurred cash losses amounting to Rs. 115.89 Lacs (Previous Year - Rs.. 127.86 Lacs).

(xi) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures, there was no secured loans taken by the Company during the current year. The Company has not issued any debentures since its inception.

(xii) Loans against pledge of Securities:

Based on the explanations and information provided to us, 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 during the year.

(xiii) Dealing In Shares, Securities, etc.:

The Company has not dealt with or traded in shares and securities during the year under review. In our opinion, the Company has maintained proper record in respect of its investments. The Company holds the said Investments in its own name.

(xiv) Guarantees given:

As per the records verified by us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) Application of Funds raised:

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xvi) Preferential allotment of shares:

According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(xvii) Security against Debentures:

As per the records verified by us, the Company has not issued any debentures and hence the question of creation of security does not arise.

(xviii) Frauds: .

As per the records verified by us, no fraud on or by the Company has been noticed or reported during the year under review that causes the financial statements to be materially misstated.

(xix) Other Clauses:

Based on the records verified and as per the explanations given to us, clauses no.

(xiii) and (xx) of the said Order are not applicable to the Company during the year under review.

For Shyam Malpani & Associates

Chartered Accountants

Firm Registration No. 120438W

Shyam Malpani

Proprietor

Membership No: F34171

Place : Mumbai

Dated: 1st September 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of S Kumars Online Limited, as 31 st March 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express a 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 amount and disclosures in the financial statements. An audit also includes assess*) the accounting principles used and significant estimates made by management, a well as evaluating the overall financial statement presentation. We believe that our audit provides a 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 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in Paragraphs and 5 of the said Order to the extent applicable to the Company during the year.

4. Further to our comments in the Annexure referred to in Para. 3 above, we report a follows:

(i) 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;

(ii) 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;

(iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statemet dealt with by this report are in agreement with the books of account of the Company;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable to the Company during the year under review;

(v) On the basis of individual written representations received from the directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 :

(vi) Attention is invited to the following notes in Schedule - P

a) Regarding pending continuation and any consequential reconciliation as at the close of the year in respect Franchises and Strategic Business and on the current liabilities is presently unascertainable. However the Company is of the opinion that no significant liability would arise on account of the said confirmation/reconciliation. Refer Note No.113.

b) Regarding non provision in the Companys books in respect of impairment, if any, in the Companys fixed assets, in non - compliance with the recommendations of Accounting Standard - 28, Impairment of Assets. The amount of non - provision on the carrying value of the fixed assets as well as on the loss for the year is unascertainable. Refer Note No. 11.17;

(vii) Subject to paragraph 4. (vi) (a) and (b) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes on Accounts in Schedule - P 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 so far as it relates to the Balance Sheet, of the State of affairs of the Company as at 31st March 2010;

b. in so far as it relates to the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

c. in so far as it relates to the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

In terms of the information and explanations given to us and the books and record examined by us and on the basis of such checks, as we considered appropriate, further report as under:

(i) Fixed Assets

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company is in the process of carrying out physical verification of the assets. We have been explained that all the material discrepancies notice upon completion of the physical verification exercise will be suitably adjusted the books of accounts.

c) During the year, the Company has not disposed off any part of the fixed assets

(ii) Inventories

a) We were explained that the management has conducted physical verification of inventories at regular intervals during the year under review.

b) Based on the explanations as above, we are of the opinion that the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its busing

c) In our opinion, the Company is maintaining proper records of inventory and material discrepancies were noticed on physical verification of the same a upon comparison with the said records. However, the Company has written obsolete inventory amounting to Rs. 3.13 Lacs considering that the same we unusable.

(iii) Loans & Advances granted and taken

During the year, the Company has neither granted nor taken any loans and advance secured or unsecured, to/from any parties covered in the register maintained and Section 301 of the Companies Act, 1956.

(iv) Internal Controls

In our opinion, there are adequate internal control procedures commensurate will the size of the Company and the nature of its business, for the purchase of inventor and fixed assets and for sale of goods/provision of services. During the course of a audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Transactions covered by Section 301 of Companies Act, 1956:

As per the records verified by us, during the year under review, there were transactions entered with the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(vi) Public Deposits

During the year, the Company has not accepted any deposits from the public with the meaning of Sections 58-A and 56-AA of the Companies Act, 1956 and the rule framed in this regard by the Reserve Bank of India.

(vii) Internal Audit

The Company does not have a formal internal audit system at any time during the year under review.

(viii) Cost Records

As explained to us, maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956, is not applicable to the Company during the year under review.

(ix) Statutory Dues

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities which have remained outstanding for more than six months as at the close of the financial year except undisputed dues representing Sales Tax and Income Tax (Tax deducted at source) amounting to Rs. 0.13 Lacs and Rs. 0.15 Lacs respectively which were pending for payment for more than six months as at the Balance Sheet date.

We were explained that the statutes pertaining to Employees State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

b) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Dues Amount (Rs.) Assessment Forum Year

Income Tax Income Tax 8,20,73,960 2002-2003 Mumbai High Department and Interest Court

Income Tax Penalty 5,40,04,092 2002-2003 Appellate Department Tribunal Mumbai

(x) Accumulated Losses

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year the Company has incurred cash losses amounting to Rs. 97.66 Lacs (Previous Year - Nil).

(xi) Dues to Financial Institutions/Banks/Debenture Holders

As per the records verified by us and based on our audit procedures, there was no default by the Company in respect of the secured loans taken from a bank during the current year. The Company has not issued any debentures since its inception.

(xii) Loans against pledge of Securities

Based on the explanations and information provided to us, 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 during the year.

(xiii) Dealing in Shares, Securities, etc.

The Company has not dealt with or traded in shares and securities during the yea under review. In our opinion, the Company has maintained proper record if respect of its investments. The Company holds the said investments in its own name.

(xiv) Guarantees given

As per the records verified by us, during the year, the Company has not given art) guarantee for loans taken by others from banks or financial institutions.

(xv) Application of Funds raised

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xvi) Preferential allotment of shares

According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(xvii) Security against Debentures

As per the records verified by us, the Company has not issued any debentures and hence the question of creation of security does not arise.

(xviii) Frauds

As per the records verified by us, no fraud on or by the Company has been noticed or reported during the year under review that causes the financial statements to be materially misstated.

(xix) Other Clauses

Based on the records verified and as per the explanations given to us, clauses and (xiii) and (xx) of the said Order are not applicable to the Company during the year under review.

For Malpani & Associates Chartered Accountants Firm Registration No. -120438W

Shyam Malpani Proprietor Membership No. F 34171

Place : Mumbai Dated : 6th September 2010