Auditor Report of Has Lifestyle Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Has Lifestyle Limited, which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss for the year the ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's board of Directors is responsible for the matters in section 134(5) of the Companies act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the asset 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 responsible and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the adequacy 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.

Auditors Responsibility

3. 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 specified under section 143(10) of the Companies Act, 2013. 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.

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order 2015 issued by the Company Law Board in term Section 143(11) of the Companies Act, 2013, we give in the Annexure, a statement on the matter specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e. 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 Section 164(2) of the Companies Act, 2013.

(Referred to in Paragraph 7 of the Auditors report of even date to the members of Has Lifestyle Ltd. on the financial statement for the year ended 31st March 2015.)

i) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of Fixed Assets.

(b) The fixed assets of the company are physically verified by the management during the period. No material discrepancies were notified by the management on such verification.

ii) (a) The inventory of the Company is physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us the procedure of verification of the inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. In our opinion, the record system is adequate.

iii) The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the registered maintained under section 189 of the Companies Act, 2015.

iv) There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, raw material and sale of goods & services. There is no continuing failure to correct major weaknesses in internal control system.

v) The directives issued by Reserve Bank of India and the provision of Section 73 to 76 or any other relevant provision of the Companies Act and the Rule framed thereunder has been complied by the company.

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

vii)(a) The company is generally regular in depositing undisputed statutory dues including provident fund employee's state insurance, income tax, sales tax and service tax. The undisputed statutory dues as at the last day of the financial period concerned outstanding for the period of more than six month from the date they became payable is Nil.

(b) There is no dispute for payment of any statutory dues mentioned above.

(c) There is no requirement to transfer any amount to Investor Education and Protection Fund.

viii) The Company's accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses in such financial year.

ix) The Company has not defaulted in repayment of dues on loan taken from bank.

x) The Company has not given any guarantee for loan taken by others from bank or financial institutions.

xi) The Company has applied the loan for the purpose for which it was taken.

xii) In our opinion and according to the information and explanations given to us, no significant fraud on the Company has been notified or reported by the management during the period that ultimately causes the financial statement to be materially misstated.

FOR S.V.NIPHADKAR & CO.

CHARTERED ACCOUNTANTS

Sd/-

SUHAS NIPHADKAR

(PROPRIETOR)

M.N. 41578

DATE: 29/05/2015

PLACE: MUMBAI

---

Mar 31, 2014

1. We have audited the accompanying financial statements of Has Lifestyle Private Limited, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year the ended and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956. 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.

Auditors Responsibility

3. 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.

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

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis lor our audit opinion / qualified audit opinion / adverse audit opinion.

Opinion

6. 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 March 31, 2014;

(b) in the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors 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.

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

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

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

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

d, In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

(Referred to in Paragraph 7 of the Auditors report of even date to the members of Has Lifestyle Pvt. Ltd. on the financial statement for the year ended 31s1 March 2014.)

i) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of Fixed Assets.

(h) The fixed assets of the company are physically verified by the management during the period. No discrepancies were notified by the management on such verification as compared with the records of fixed assets.

(c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the Company during the period.

ii) (a) The inventory of the Company is physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us the procedure of verification of the inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining records of inventory. But no day-to-day records are maintained. In our opinion, the record system is adequate.

i i i) The Company has not taken/granted any loans during the period from the any parties covered in the registered maintained under section 301 of the Companies Act, 1956.

iv) There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, raw material and sale of goods & services. Based on the audit procedures, we are of the opinion that the company has not entered into the transactions that need to be entered into the register maintained u/s 301 of the Companies Act, 1956.

vi) The Company has not accepted any deposits from the public and hence, the directives issued by the Reserve Bank of India (RBI) for Non - Banking Financial Companies are not applicable to the company.

vii) The Company has an internal audit system. However, there is scope for increasing the coverage so as to be commensurate with the size and nature of its business.

viii) According to information and explanation given to us the maintenance of cost record has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act. 1956.

ix) The company is generally regular in depositing undisputed statutory dues including provident fund and service tax. The undisputed statutory dues as at the last day of the financial period concerned outstanding for the period of more than six month from the date they became payable is Nil.

x) The companies accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has incurred cash losses in such financial year.

xi) The company has not taken any loan from any financial institution / bank or debenture holder.

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

xiii) The provision of any special statute applicable to chit fund / nidhi / mutual benefit fund societies are nol applicable to the Company. The provisions of Clause 4 (xiii) are not applicable.

xiv) The company is not dealing in shares.

xv) In our opinion, and according to the information and explanation given to us, the Company has no! given any guarantee for loans taken by others from banks and from financial institutions.

xvi) The company has not taken any term loan during the year.

xvii) Based on information and explanation given to us and on an overall examination of the Balance Sheet of the Company, in our opinion Company has not used short term funds for long term investment.

xviii) The company has not made allotment of equity shares to the parties covered under register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not raised any money by way of public issue during the period.

xx) Company did not issue debenture during the year.

xi) In our opinion and according to the information and explanations given to us, no significant fraud on the Company has been notified or reported by the management during the period that ultimately causes the financial statement to be materially misstated.

I OR S.V.NIPHADKAR & CO.

CHARTERED ACCOUNTANTS



SUHAS NIPHADKAR

(PROPRIETOR)

M.N. 41578

DATE: 12th June, 2014

PLACE: MUMBAI