Auditor Report of GCM Capital Advisors Ltd.

Mar 31, 2015

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility 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 true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

taken into account the provisions of the Act, the accounting and auditing standards and matters which are We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures error. In making those risk assessments,the auditor considers internal control relevant the Company's appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(iii) in the case of the Cash Flow Statement, of 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 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) 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 Act, 2013 (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us.

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

iii. The Company was not required to transfer any fund into the Investors Education and Protection Fund during the year.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of M/s. GCM Capital Advisors Limited for the year ended 31st March 2015. We report that:

1. In respect of Fixed Assets: assets.

2. In respect of Inventories:

(a) As informed to us, the inventory in the possession of the company has been physically nature of its business.

(c) In our opinion the company is maintaining proper records of its inventories. According inventories as compared to book records during the year.

3. In respect of Loans:

other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

4. In respect of Internal Controls:

internal control system commensurate with the size of the Company and the nature of its business course of our audit,we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in accordance with the provisions of section 73 to 76 of the Act and the rules framed there under.

6. The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the service rendered by the Company.

7. In respect of Statutory dues:

a) According to the books and records of the Company, undisputed statutory dues including Provident Fund, Income-Tax, Service Tax and other material statutory dues have been generally regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six month from the date of becoming payable.

c) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, service tax and cess which have not been deposited on account of any dispute.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during financial year and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the company does not have any loans from financial institution or bank or debenture holders as at the balance sheet date hence this clause is not applicable to the Company.

10. According the information and explanation given to us and records produced before us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year. Accordingly this clause is not applicable to the Company.

11. In our opinion and according to information and explanation given to us, the Company has not raised any Terms Loans during the year under audit or in previous years hence this clause is not applicable to the Company.

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

For Maheshwari & Co. Chartered Accountants FRN: 105834W Place : Mumbai Date : May 27, 2015 K. K. Maloo Partner Membership No. 075872

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Mar 31, 2014

We have audited the accompanying financial statement of GCM CAPITAL ADVISORS LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of Significant accounting policies and other explanatory statements.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statement that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the companies act, 1956 ("the Act") which shall continue to apply in respect of section 133 of the Companies Act 2013 in terms of General Circular 15/2013 dated September 13, 2013 issued by the Ministry of Corporate Affairs. 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 amount and disclosure in financial statements. The procedure selected depends on the auditor''s judgment, including the assessment of risk of the material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimate made by management, as well as evaluating the overall presentation of the financial statements.

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

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 above matter, the accompanying 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 principal 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; and

b. In the case of the Statement of Profit & Loss, of the profit 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 as amended by 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) the Balance Sheet, the Statement of Profit & 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, the Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards notified under 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 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Report in terms of Paragraph 4 and 5 in Section 227(4A) of the Companies Act, 1956 (Companies (Auditor''s Report) Order, 2003), issued by the Central Government:

1. FIXED ASSETS

a. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets;

b. As explained to us, the assets have been physically verified by the management in accordance with a phased program of verification of its Fixed Assets including Capital Work in Progress adopted by the Company which, in our opinion, is reasonable, considering the size and the nature of its business.

c. According to information and explanations given to us, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. INVENTORIES

According to the information and explanations given to us and being the nature of the business, no such inventory is maintained by the company hence this clause is not applicable to the company.

3. LOANS AND ADVANCES GRANTED / TAKEN FROM CERTAIN ENTITIES

According to the information and explanations given to us, the Company has not taken or granted any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

4. INTERNAL CONTROL SYSTEM

In our opinion and according to the information and explanations given to us, there is internal control system for the purchase of inventory and fixed assets and for the sale of goods and services commensurate with the size of the company and the nature of its business.

5. CONTRACTS OR ARRANGEMENT REFERRED TO IN THIS SECTION 301 OF THE COMPANIES ACT, 1956

According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the act that need to be entered in the Register required to be maintained under that section, have been entered.

In our opinion and according to the information and explanations given to us, in respect of transactions which have been made in pursuance of contracts or arrangement entered in the register maintained under Section 301 and exceeding the value of INR 5,00,000/- in respect of any party during the period, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time, where comparable market price exist.

6. ACCEPTANCE OF DEPOSITS

In our opinion and according to the information and explanations given to us, the company has complied with the provision of section 58A or 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public and the directives issued by the Reserve Bank of India in this matter. According to the information and explanation given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal in this regard.

7. INTERNAL AUDIT SYSTEM

According to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business however no such reports have been produced before us for our verification.

8. COST RECORDS

We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the , prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. STATUTORY DUES

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

(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, custom duty, excise duty and other statutory dues, applicable to it except for TDS as at the end of the year were Rs. 2,33,936/-.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, custom duty, sales tax, excise duty and other statutory dues were outstanding is nil as at March 31, 2014 for a period of more than six months from the date were they became payable.

(c) According to the information and explanations given to us and based on records produced to us, there are no dues of Income tax, Service tax, Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, custom duty, sales tax and excise duty, which have not been deposited on account of any dispute.

10. ACCUMULATED LOSSES

The Company has no accumulated losses at the end of the financial year however it has not incurred any cash losses during the financial year covered by our audit and not in the immediately preceding financial year.

11. DUES TO FINANCIAL INSTITUTIONS, BANKS AND DEBENTURE HOLDERS

According to the information and explanations given to us and based on the documents and records produced to us, the Company has not taken any loans from financial institutions or banks during the financial year covered under audit hence this clause is not applicable to the Company.

12. SECURITY FOR LOANS & ADVANCES GRANTED

According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and accordingly, this clause is not applicable to the Company;

13. SPECIAL STATUTE

In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/ societies and accordingly, this clause is not applicable to the Company;

14. DEALINGS/TRADING IN SHARES, SECURITIES, DEBENTURES AND OTHER INVESTMENTS

In our opinion and according to the information and explanations given to us the Company has dealing in shares, securities and other investments. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and securities and other investments have been held by the company in its own name.

15. GUARANTEES GIVEN

According to the information and explanations given to us, the company has not given any guarantee for loans taken from banks or financial institutions by others, therefore the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

16. TERM LOANS

In our opinion and according to the information and explanation given to us, the Company has not taken any term loan hence this clause is not applicable to the Company.

17. UTILISATION OF FUNDS

According to the information and explanations given to us, on an overall examination of the Balance Sheet and Cash Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long-term investment;

18. PREFERENTIAL ALLOTMENT OF SHARES

During the year, the Company has made preferential allotment of shares to parties and companies covered under register maintained under section 301 of the Companies Act, 1956. According to the information and explanations given to us, the price at which shares have been issued is not prejudicial to the interest of the Company.

19. SECURITY FOR DEBENTURES ISSUED

The Company has not issued any debentures during the year and accordingly, this clause of the order is not applicable to the Company;

20. PUBLIC ISSUE OF EQUITY SHARES

The Company has not raised any money during the year through public issue, although the public issue of the Company opened for subscription on May 5, 2014 and closed on May 7, 2014 pursuant to which allotment was done on May 16, 2014.

21. FRAUDS NOTICED

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

For Maheshwari & Co. Chartered Accountants Firm Registration Number: 103854W

(KK Maloo) Partner Membership Number - 075872

Place: Mumbai Date: May 18, 2014