Auditor Report of DJS Stock & Shares Ltd.

Mar 31, 2015

We have audited the accompanying standalone financialstatements of DJS Stock and Shares Limited("the Company"), which comprises the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for theyear then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant tothe Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors,as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in Indiaof the state of affairs of the Company asat March 31, 2015, and itsProfit and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act and on basis of such checks of books and records of the company as we considered appropriate and according the information and explanations given to us, 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 it appears from our examination of those books.

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our 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 has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

DJS STOCK AND SHARES LIMITED ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

(i) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) As explainedto us, all the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such physical verification.

(ii) The stock of shares and securities is held in dematerialized form and therefore physical verification of stock is not required. Consequently, the provisions of clauses ii (a) and ii(b) of the order are not applicable to the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted unsecured loansto companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Hence, the provisions of clauses iii (a) and iii (b) of the order are not applicable to the Company.

(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 with regard to purchases of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under subsection (1) of section 148 of the Companies Act 2013.

(vii) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

(c) The Company was not required to transfer any amount to Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and rules made thereunder.

(viii) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(x) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) In our opinion, and according to the information and explanation given to us, the company has not raised any term loansduring the year.

(xii) 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 material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

Sd/--

P. Mahendran Place: Mumbai Chartered Accountants Date: 30-05-2015 Membership No. : 029194

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Mar 31, 2012

1. I have audited the attachment balance sheet of DJS STOCK AND SHARES LIMITED, as at 31st March, 2012, and also the profit and loss account and the cash flow statements for the year ended on that annexed thereto. These financial statements are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with the auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a responsible basis for my opinion.

3. As required by the Companies (Auditor's Report) Order,2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to my comments in the Annexure referred to above, I report that:

(i) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In my opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,1956;

(v) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, I report that none of the directors are 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) In my opinion and to the best of my information and according to the explanations given to me, the said accounts give the information required by the Companies Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the balance sheet, of the state of affairs of the Company as at 31st March;

(b) In the case of the profit and loss account, 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

Annexure to Audit Report dated 30.05.2012

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

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

(ii) The fixed assets have been physically verified by the management at reasonable intervals as per a regular program of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(iii) During the year, the company has not disposed off any substantial part of its fixed assets, affecting the going concern status of the company.

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

(ii) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(iii) On the basis of my examination of the record of inventory, I am of the opinion that the company is maintaining proper record of inventory.

3. (i) The Company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act,1956.

(ii) The Company has not taken any loans, secured or unsecured form companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the services. During the course of my audit, no major weaknesses have been noticed in the internal control system and there is no continuing failure to correct major weaknesses in internal control system.

5. Based on the audit procedure applied by me and according to the information and explanations provide by the management, I am of the opinion that there are no contracts or arrangements referred to in Sec.301 of the Act.

6. Based on my audit procedures and according to the information and explanations given to me the company has not accepted any deposits from public and hence complying with the provisions of Sec.58A and Sec.58AA or any other relevant provisions of the Act, is not applicable.

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

8. The Central Government has not prescribed maintenance of cost records U/s. 209(1)(d) of the Companies Act, 1956 to this company.

9. (i) According to the records of the company, the company is regular in depositing the undisputed statutory dues including income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it with the appropriate authorities. The company is not required to transfer any amount to the investor education and protection fund.

(ii) According to the information and explanation given to me, there are no undisputed arrears of statutory dues as at 31.03.12 which are outstanding for a period of more than six months from the date they became payable.

(iii) According to the information and explanation given to me, there are no dues of income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess which have not been deposited on account of my dispute.

10. The Company has no accumulated losses and has not incurred any cash loss during the financial year and in the immediately preceding financial covered by my audit.

11. Based on my audit procedures and on the information and explanations given by the management, I am of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debenture.

12. Based on my explanations of documents and records I am of the opinion that the company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

13. Based on my audit procedures and on the information and explanations given by the management, I am of the opinion that the provisions of any special statute applicable to chit fund are not applicable to this company and the company is not a nidhi /mutual benefit fund/ society and hence compliance with the requirements of the order in this regard are not applicable to this company.

14. The company is dealing in shares, securities , debentures and other investments, and proper records have been maintained of the transaction and contracts and timely entries have been made therein also the shares securities have been held by the company, in its own name.

15. The company has not given any guarantee for loans taken by other from bank or financial institutions.

16. The company has not obtained any term loans.

17. According to the information and explanation given to me and on an overall examination of the balance sheet of the company, I report that the 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 act.

19. According to the information and explanations furnished to me and based on the records verified by me, the period covered by my audit report, the company has not issued any debentures and hence creation of securities for the same is not applicable.

20. According to the information and explanation furnished to me and based on the records verified by me, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and my verification of the same is not applicable.

21. Based upon the audit procedures performed and information and explanation given by the management, I report that no fraud on or by the company was noticed or reported during the year.

Sd/-

Place: Mumbai P. Mahendran

Date: 30-05-2012 Chartered Accountant

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Mar 31, 2010

1. I have audited the attached balance sheet of DJS STOCK AND SHARES LIMITED, as at 31st 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. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with the auditing standards generally accepted in India. Those standards require that I 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. I believe that my audit provides a responsible basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956,1 enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to my comments in the Annexure referred to above, I report that:

(i) I have obtained all the information and explanations, which to the best of my knowledge and beliefwere necessary forthe purpose of my audit.

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In my opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, I report that none of the directors are 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) In my opinion and to the best of my information and according to the explanations given to me, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2010;

(b) in the case of the profit and loss account, of the profit 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

Annexure to Audit Report dated 29.05.2010 (Referred to in paragraph 3 of my report of even date)

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

(ii) The fixed assets have been physically verified by the management at reasonable intervals as per a regular program of verification which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(iii) During the year, the company has not disposed off any substantial part of its fixed assets, affecting the going concern status of the company.

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

(ii) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(iii) On the basis of my examination of the records of inventory, I am of the opinion that the company is maintaining proper records of inventory.

3. (i) The company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(ii) The company has not taken any loans, secured or unsecured from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4. In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of my audit, no major weaknesses have been noticed in the internal control system and there is no continuing failure to correct major weaknesses in internal control system.

5. Based on the audit procedures applied by me and according to the information and explanations provided by the management, I am of the opinion that there are no contracts or arrangements referred to in Sec.301 of the Act.

6. Based on my audit procedures and according to the information and explanations given to me the company has not accepted any deposits from public and hence complying with the provisions of Sec.58Aand Sec.58AAor any other relevant provisions of the Act, is not applicable.

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

8. The Central Government has not prescribed maintenance of cost records U/s. 209(1 )(d) of the Companies Act, 1956 to this company.

9. (i) According to the records of the company, the company is regular in depositing the undisputed statutory dues including income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it with the appropriate authorities. The company is not required to transfer any amount to the investor education and protection fund.

(ii) According to the information and explanations given to me, there are no undisputed arrears of statutory dues as at 31.03.10 which are outstanding for a period of more than six months from the date they became payable.

(iii) According to the information and explanation given to me, there are no dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash loss during the financial year and in the immediately preceding financial covered by my audit.

11. Based on my audit procedures and on the information and explanations given by the management, I am of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debentures.

12. Based on my examination of documents and records I am of the opinion that 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. Based on my audit procedures and on the information and explanations given by the management, I am of the opinion that the provisions of any special statute applicable to chit fund are not applicable to this company and the company is not a nidhi /mutual benefit fund/society and hence compliance with the requirements of the order in this regard are not applicable to this company.

14. The company is dealing in shares, securities, debentures and other investments, and proper records have been maintained of the transaction and contracts and timely entries have been made therein also the shares securities 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 or financial institutions.

16. The Company has not obtained any term loans.

17. According to the information and explanations given to me and on an over all examination of the balance sheet of the company, I report that the 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 act.

19. According to the information and explanations furnished to me and based on the records verified by me, the period covered by my audit report, the company has not issued any debentures and hence creation of securities for the same is not applicable.

20. According to the information and explanation furnished to me and based on the records verified by me, the company has not raised any money through public issues during the period covered under audit and hence disclosure by the management on the end usage of money raised by public issues and my verification of the same is not applicable.

21. Based upon the audit procedures performed and information and explanations given by the management, I report that no fraud on or by the company was noticed or reported during the year.

Mumbai

29.05.2010 P. Mahendran Chartered Accountant