Auditor Report of Indoworth Holdings Ltd.

Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company''s 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 ("the Act") read with General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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 Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the companies internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 31 March 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 (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 sub-section (3C) of Section 211 of the Companies Act, 1956, read with General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31 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.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Uniworth Securities Limited on the financial statements for the year ended March 31, 2014.

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under up-dation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) a) As explained to us, the management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedure of physical verification of inventory followed by the management are,in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan,secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.Accordingly,clauses (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the company for the current year.

b) The company has not taken any loans, secured or unsecured, from Companies,firms or other parties covered in register maintained under section 301 of the Companies Act,1956. Accordingly, clauses(iii)(f) and (iii)(g) of the order are not applicable.

iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, we have not observed any major weakness in such internal control system.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act,1956, that needs to be entered into the register maintained under section 301 of the Companies Act,1956.Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 are not applicable.

ix) a) 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 and Cess have generally been regularly deposited with appropriate authorities. b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

x) The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, the Company has not issued any debentures.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report), 2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) The Company has not raised any term loans.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long- term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301of the Companies Act, 1956.

xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co. Chartered Accountants Firm Registration No. 319248E

Binay Sharma Place : Kolkata Partner Date : The 27th day of May, 2014 Membership No. 065863

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. UNIWORTH SECURITIES LIMITED as at March 31, 2012 and the relative Statement of Profit and Loss Account for the year ended on that date annexed thereto and the Cash flow statement for the year ended on that date, in which are incorporated the accounts of Kolkata office and Mumbai office thereof audited by us. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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.

4. 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 these books.

5. The Balance Sheet and Statement of Profit and Loss Account dealt with by this report are in agreement with the books of account.

6. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act.

7. Based on the representations made by all the Directors of the Company as on March 31, 2012 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima facie, have any disqualification as referred to in Clause (g) of subsection (1) to Section 274 of the Act.

8. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and Statement of Profit and Loss Account together with the Notes thereon and attached thereto give in the prescribed manner the information required by the 'Act' and also give respectively, 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 March 31, 2012; and

ii) In the case of the Statement of Profit and Loss Account, of the Profit for the year ended on that date.

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

9. As required by the Companies (Auditor's Report) Order 2003 as amended by the Companies (Auditor's Report) (Amendment Order,2004(the "Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraphs 4 and 5 of the said Order :

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under up-dation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedure of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan ,secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.Accordingly,clauses (iii) (b) to (iii)(d) of paragraph 4 of the Order are not applicable to the company for the current year.

b) The company has not taken any loans, secured or unsecured, from Companies, firms or other partiescovered in register maintained under section 301 of the Companies Act,1956. Accordingly, clauses(iii)(f)and(iii)(g) of the order are not applicable.

iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act ,1956, that needs to be entered into the register maintained under section 301 of the Companies Act ,1956.Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 are not applicable.

ix) a) 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 and Cess have generally been regularly deposited with appropriate authorities.

b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the records of the Company the dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess on account of any dispute are as follows

Name of the Statute Nature of Dues Amount Forum where dispute

(Rs.) is pending

Income Tax Act,1961 Demand for Tax for 809,612/- Assessing Officer

Assessment year

2006-07

x) The company has no accumulated losses at the end of the financial year and there is no cash loss in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, there is no debentures issued by the Company.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report) ,2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) No term loan have been taken by the Company.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long-term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301of the Companies Act, 1956.

xix) There are no debentures issued by the Company.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co.,

Chartered Accountants

Firm Registration No. 319248E

Rajesh Kumar Chandak Place : Kolkata Partner

Date : the 28th day of August, 2012 Membership No. 300-54637

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. UNIWORTH SECURITIES LIMITED as at March 31, 2011 and the relative Profit and Loss Account for the year ended on that date annexed thereto and the Cash flow statement for the year ended on that date, in which are incorporated the accounts of Kolkata office and Mumbai office thereof audited by us. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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.

4. 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 these books. j

5. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

6. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act.

7. Based on the representations made by all the Directors of the Company as on March 31, 2011 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima facie, have any disqualification as referred to in Clause (g) of subsection (1) to Section 274 of the Act.

8. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account together with the Notes thereon and attached thereto give in the prescribed manner the information required by the 'Act' and also give respectively, 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 March 31, 2011; and ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date. iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

9. As required by the Companies (Auditor's Report) Order 2003 as amended by the Companies Act (Auditors Report) (Amendment Order, 2004) (the "Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraphs 4 and 5 of the said Order:

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under updation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedure of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan .secured or unsecured, to Companies firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly, clauses (iii) (b) to (iii) (d) of paragraph 4 of the Order are not applicable to the company for the current year. b) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) and (iii) (g) of the order are not applicable.

iv) in our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 are not applicable.

ix) a) 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 and Cess have generally been regularly deposited with appropriate authorities .

b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) According to the records of the Company the dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty & cess on account of any dispute are as follows, t

Name of Statute Nature of Dues Amount Forum where dispute (Rs.) is pending

Income Tax Demand for Tax for 8,09,612/- Commissioner of Act 1961 Assessment year 2006-07 Income Tax (Appeals)

x) The company has no accumulated losses at the end of the financial year and there is no cash loss in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, there is no debentures issued by the Company.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/ society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report) ,2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) No term loan have been taken by the Company.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long-term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Companies Act, 1956. xix) There are no debentures issued by the Company.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co.,

Chartered Accountants

Firm Registration No. 319248E Rajesh Kumar Chandak

Place: Kolkata Partner

Date : the 25th day of August, 2011 Membership No. 300-54637