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Auditor Report of ISL Consulting Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of M/S. ISL CONSULTING LTD, which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2018;

(b) In case of the Statement of Profit and Loss, of the profit of the Company for the year end on that date, and

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, 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 further report that:

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

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

c) The Balance Sheet, 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 applicable 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 March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the company and the operating effectiveness of such controls, refers to our separate report in Annexure- B.

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which would impact its financial position except as mentioned below:

Sr.

No.

Assessment

Year

Amount (In Rs.)

Remarks

2012 - 13

12,08,370/-

Demand is Raised U/s 156 of Income TaxAct,1961 by Income Tax Department for their assessment order u/s 143(3) of Income Tax Act,1961 and Management has filed an appeal before Higher Authority. The Case was pending as on the last date of financial year.

2018-19

1,25,00,200/-

Cash Amount of Rs. 1,25,00,200/- is seized by the Incometax Departement. The matter is pending before the Incometax Authority. The case was pending on the last date of financial year.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the company during the year ended on 31^st March,2018.

(Referred to in Paragraph 1 of our report of even date on the accounts of to the members of ISL CONSULTING LIMITED, on for the year ended on 31^st March 2018)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the period in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) According to information and explanation provided to us, during the period, the company has not disposed off any substantial/major part of fixed assets and we are of the opinion that it has not affected the going concern status of the company.

2. As explained to us the company is dealing into shares, securities & commodities and hence inventories maintained in the demat account and in physical form. As per the data provided before us for the purpose of verification we have verified the demat statement and reconcile all inventories on hand as on 31^st March, 2018.

3. According to information and explanation provided to us, the Company has not taken loan from parties covered in the Register maintained u/s. 189 of the Companies Act, 2013. During the Year under review company has not granted unsecured loans and advances to the parties covered under Section 189 of the Companies Act, 2013. During the year under review Company have entered transaction for the purpose of business with the parties covered under Section 185 of the companies Act, 2013. As per the information provided to us for the verification company has complied with provisions of Section 185 & 186 of Companies Act, 2013 wherever applicable.

4. According to information and explanation provided to us, the Company not accepted any deposits from the public under Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rule framed there under where applicable.

5. We are informed that the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 in respect of the activities carried on by the Company.

6. (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues except in few cases of in payment of Income Tax, VAT during the period with the appropriate authorities. However, at 31^s March 2018, there are no undisputed dues payable for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, VAT which have not been deposited on account of any dispute.

7. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of any dues to its financial institutes, bankers and government. The Company did not have any outstanding debentures during the year.

8. As per our verification of records Company has not taken term loan during the financial year under review or has raised any money through initial public offering.

9. According to the information and explanations given to us, no material fraud by the company or on the company by its officer or employees has been noticed or reported during the course of our audit. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

10. According to the information provided to us and based on our examination of the records of the company, the company had paid managerial remuneration to its managing director as permissible as per provisions of Section 197 of read with Schedule V of the Companies Act, 2013.

11. As per our verification of records there was no preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

12. According to the information and explanation provided to us and based on our examination of records of the company, transactions with the related parties are in compliance with the Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards and Companies Act, 2013.

13. According to the information and explanation provided to us, company is not nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

14. According to the information and explanation provided to us and based on our examination of records of the company, the company has not entered into non cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) of the order is not applicable.

15. According to the information and explanation provided to us, company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of M/S. ISL Consulting Limited, (''the Company'') as at 31^st March, 2018 in conjunction with our audit of Standalone Financial Statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company and, which are company incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company, which are company incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For BIHARI SHAH & CO.

Chartered Accountants

PLACE: AHMEDABAD (BIHARI B. SHAH)

DATE : 28/05/2018 PARTNER

M. No.007058

FRN NO. 119020W

Mar 31, 2016

INDEPENDENT AUDITORS'' OPINION

To the Members of ISL CONSULTING LIMITED, Report on the Financial Statements

We have audited the accompanying financial statements of M/S. ISL CONSULTING LIMITED, which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Auditor''s Responsibility

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

Opinion

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2016;

(b) In case of the Statement of Profit and Loss, of the profit of the Company for the year end on that date, and

(c) In case of the Statement of Cash Flow, of the Company for the year end 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 section143 of the Act, 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 further report that:

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

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

c) The Balance Sheet, 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 applicable 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 March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

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 derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

h) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the company during the year ended on 31^st March, 2016.

(Referred to in Paragraph 1 of our report of even date on the accounts of to the members of ISL CONSULTING LIMITED, on for the year ended on 31^st March 2016)

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

(d) According to information and explanation provided to us, company did not hold title of any immovable property during the year under assessment.

2. As explained to us the company is dealing into shares and securities and hence all inventories maintained in the demat account only and there is no physical inventories. As per the data provided before us for the purpose of verification we have verified the demat statement and reconcile all inventories on hand as on 31^st March, 2016.

3. According to information and explanation provided to us, the Company has not taken loan from parties covered in the Register maintained u/s. 189 of the Companies Act, 2013. During the Year under review company has not granted unsecured loans and advances to the parties covered under Section 189 of the Companies Act, 2013. During the year under review Company have entered transaction for the purpose of business with the parties covered under Section 185 of the companies Act,2013. As per the information provided to us for the verification company has complied with provisions of Section 185 & 186 of Companies Act, 1956 wherever applicable.

6. (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues except in few cases of in payment of Income Tax, Sales Tax / VAT, Service Tax during the period with the appropriate authorities. However, at 31^s March 2016, there are no undisputed dues payable for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Sales-tax / VAT which have not been deposited on account of any dispute.

8. As per our verification of records Company has not taken term loan during the financial year under review or has raised any money through initial public offering.

11. As per our verification of records there was no preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

13. According to the information and explanation provided to us, company is not Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

15. According to the information and explanation provided to us, company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Bihari Shah & Co.

Chartered Accountants

Place: Ahmedabad Bihari B. Shah

Date : 27/05/2016 Partner

M. No. 007058

FRN NO. 119020W

Mar 31, 2015

We have audited the accompanying financial statements of M/s. ISL Consulting Limited ("the Company"), which comprise the Balance Sheet for the year ended as at March 31, 2015 and the statement of Profit and Loss for the year ended on that date along with the Cash Flow statement annexed thereto and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing 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.

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 judgement, 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.

Opinion

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

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

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

b) in the case of the Profit and Loss Account, 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 and 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 Financial Statements complies with the Accounting Standards referred to in 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 of sub-section (2) of Section 164 of the Companies Act, 2013.

f) With respect to the other matters to be included in the Auditors 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 does not have any pending litigations which would impact its financial position;

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

(Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our Report of even date)

As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of Section 143 of the Companies Act, 2013 and on the basis of such checks of the books and records of the Company, as we considered appropriate and according to the information and explanations given to us during the course of the audit, we report that,

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

2. (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory are followed by the management reasonably and it is adequate in relation to the size of the company and the nature of its business.

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

3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act.

(a) In the light of the above (3) we do not comment on the regularity of the payment of principal or interest.

(c) There are no dues as explained above.

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

5. The company has not accepted any deposits from the public.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act for this company.

7.(a) According to the records of the Company and as per the information and explanations given to us, the company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with the appropriate authorities.

(b) There are no pending disputes on account of deposit of statutory dues.

(c) The company is not required to be transfer any amount to investor education and protection fund as per the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company have the accumulated losses of Rs.58,51,732/- at the end of the financial year and the company has not incurred any cash loss during the year and immediately preceding year is nil.

9. According to the records of the company, the company has not borrowed from financial institutions or banks. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debentures does not arise.

10. The company has not given guarantee for loans taken by others from Bank or financial institution.

11. As per the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

12. According to information and explanation furnished to us no fraud on or by the company has been noticed or reported during the year.

For, Venkatesh & Co. Chartered Accountants F.R.No.:-004636S

Place: Chennai CA Dasaraty V Date: 28/05/2015 Partner Membership No.026336

Mar 31, 2014

We have audited the accompanying financial statements of ISL Consulting Limited ("the Company"), which comprise the Balance Sheet for the year ended 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 information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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.

Opinion

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company for the year ended as at March 31, 2014;

b) in the case of Profit and Loss Account, of the profit / 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.

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 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;

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 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.

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.

(Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our Report of even date)

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company, as we considered appropriate and according to the information and explanations given to us during the course of the audit, we report that,

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situations of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) No assets have been disposed off during the year and the going concern concept is not altered.

2. (a) In respect of the securities held as stock in trade and investments the same have been physically verified at reasonable intervals by the Management.

(b) The procedures of physical verification followed by the management are 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 and no material discrepancies are noticed on such physical verification.

3. The Company has not given or taken loans from the parties covered in the register Maintained under section 301 of the Companies act of 1956.

4. In our opinion and according to the explanations given to us the internal control procedure of the Company are commensurate with the size of the company and the nature of its business with regards to Fixed Assets other assets and with regard to the sale of securities. No instance of continuing failure to correct major weakness in internal control was noticed.

5. According to the information and explanations given to us there were no transactions of sale of shares made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public. Therefore the provisions of section 58A and 58AA of the Companies Act 1956 and rules framed there under are not applicable.

7. The company has internal audit system commensurate with the size of the company

8. The Central Government has not prescribed for the Company maintenance of the Cost Records under clause (d) of sub section (1) of secion209 of the Act.

9. a) According to the records of the Company, the company is regular in depositing

undisputed statutory dues and other statutory dues applicable to it with the appropriate authorities.

b) According to the records of the Company and according to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Sales tax, Excise duty and Cess, which have not been deposited on account of dispute.

10. The accumulated losses of the Company''s does not exceeded 50% of its net worth and it has not incurred any cash loss during the current year.

11. The company has not taken term loans from any financial institutions bank or issued Debentures. Hence the question of default in repayment of dues does not arise.

12. 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. The company is not a nidhi or mutual benefit fund or a society. Hence, the provisions applicable to chit funds are not applicable to the company.

(a) In light of answer above we have nothing to comment on the ratio of net owned funds to deposits.

(b) In light of answer above we have nothing to comment on the prudential norms on income recognition and providing against sub-standard or doubtful or loss assets.

(c) In light of answer above we do not comment on the procedures for credit appraisals.

(d) In light of answer above we do not comment on the repayment schedule.

14. The Company is dealing in shares and proper records have been maintained for the transactions. We are informed that the investments are held in the name of the Company.

15. The company has not given guarantee for loans taken by others from Bank or financial institution.

16. The company has not obtained term loans during the year.

17. As per the records of the company no funds were raised on short term Basis and used for long term investment and vice versa

18. According to the records of the company and the information and explanations provided by the management, 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. The company has not issued any debentures and hence creation of Securities in respect of debentures does not arise.

20. The company has not raised money by way of public issue of shares.

21. According to information and explanations furnished to us no fraud on or by the company has been noticed or reported during the year.

For, Venkatesh & Co. Chartered Accountants F.R.No.:-004636S

Place: Chennai CA Dasaraty V Date: 29/05/2014 Partner Membership No.026336

Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of ISL Consulting Limited ("the Company"), which comprise the Balance Sheet for the year ended as at March 31, 2013 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 information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issue 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 amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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.

Opinion

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company for the year ended as at March 31, 2013;

b) in the case of Profit and Loss Account, of the profit/ 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

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 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;

e) On the basis of written representations received from the directors as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified on March 31, 2013 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 AUDITORS'' REPORT

(Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our Report of even date)

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company, as we considered appropriate and according to the information and explanations given to us during the course of the audit, we report that,

1. (a) The Company is maintaining proper records showing full Particulars, including quantitative details and situations of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) No assets have been disposed off during the year and the going concern concept is not altered.

2. (a) In respect of the securities held as stock in trade and investments the same have been physically verified at reasonable intervals by the Management.

(b) The procedures of physical verification followed by the management are 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 and no material discrepancies are noticed on such physical verification.

3. The Company has not given or taken loans from the parties covered in the register Maintained under section 301 of the Companies act of 1956.

4. In our opinion and according to the explanations given to us the internal control procedure of the Company are commensurate with the size of the company and the nature of its business with regards to Fixed Assets other assets and with regard to the sale of securities. No instance of continuing failure to correct major weakness in internal control was noticed.

5. According to the information and explanations given to us there were no transactions of sale of shares made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public. Therefore the provisions of section 58 A and 58AA of the Companies Act 1956 and rules framed there under are not applicable.

7. The company has internal audit system commensurate with the size of the company

8. The Central Government has not prescribed for the Company maintenance of the Cost Records under clause (d) of sub section (1) of secion209 of the Act.

9. a) According to the records of the Company, the company is regular in depositing undisputed statutory dues and other statutory dues applicable to it with the appropriate authorities.

b) According to the records of the Company and according to the information and explanations given to us, there are no dues of Income tax. Wealth tax. Sales tax. Excise duty and Cess, which have not been deposited on account of dispute.

10. The accumulated losses of the Company''s does not exceeded 50% of its net worth and it has not incurred any cash loss during the current year.

11. The company has not taken term loans from any financial institutions bank or issued Debentures. Hence the question of default in repayment of dues does not arise.

12. 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. The Company is dealing in shares and proper records have been maintained for the transactions. We are informed that the investments are held in the name of the Company.

14. The company has not given guarantee for loans taken by others from Bank or financial institution.

15. The company has not obtained term loans during the year.

16. As per the records of the company no funds were raised on short term Basis and used for long term investment and vice versa

17. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, prices at which shares have been issued is not prejudicial to the interest of the company.

18. The company has not issued any debentures and hence creation of Securities in respect of debentures does not arise.

19. The company has not raised money by way of public issue of shares.

20. According to information and explanations furnished to us no fraud on or by the company has been noticed or reported during the year.

21. The nature of the business of the company is such that the Clauses XIII, of paragraph 4 of the Companies Act (Auditors Report) Order 2003 are not applicable.

For, Venkatesh & Co., Chartered Accountants

F.R.No.:-004636S

Place: Chennai CA Dasaraty V

Date: 12/08/2013 Partner

Membership No.026336

Mar 31, 2012

1. We have audited the attached Balance Sheet of ISL CONSULTING LTD as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date along with the Cash Flow statement annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the 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. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government in terms of sub section (4A) section 227 of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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, the Company has kept proper books of accounts as required by law, so far as appear from our examination of those books.

c. The Balance Sheet, Profit and Loss account and the Cash Flow statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance sheet, Profit and loss account and Cash flow statement dealt with by this report comply with the accounting standards prescribed u/s 211(3c) of the . Companies Act, 1956.

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

6. In our opinion, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required give a true & fair view.

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2012 and

(ii) In so far as it relates to the Profit and Loss account of the Loss of the company for the year ended on that date.

(iii) In the case of the cash flow statement, of the cash flows for the year ended on the date

ANNEXURE TO THE AUDITORS' REPORT

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

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company, as we considered appropriate and according to the information and explanations given to us during the course of the audit, we report that,

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situations of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) No assets have been disposed off during the year and the going concern concept is not altered.

2. (a) In respect of the securities held as stock in trade and investments the same have been physically verified at reasonable intervals by the Management.

(b) The procedures of physical verification followed by the management are 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 and no material discrepancies are noticed on such physical verification.

3. The Company has taken not given or taken loans from the parties covered in the register Maintained under section 301 of the Companies act of 1956.

4. In our opinion and according to the explanations given to us the internal control procedure of the Company are commensurate with the size of the company and the nature of its business with regards to Fixed Assets other assets and with regard to the sale of securities. No instance of continuing failure to correct major weakness in internal control was noticed.

5. According to the information and explanations given to us there were no transactions of sale of shares made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act 1956.

6. The Company has not accepted any deposits from the public. Therefore the provisions of section 58 A and 58AA of the Companies Act 1956 and rules framed there under are not applicable.

7. The company has internal audit system commensurate with the size of the company

8. The Central Government has not prescribed for the Company maintenance of the Cost Records under clause (d) of subsection (1) of secion209 of the Act.

9. a) According to the records of the Company, the company is regular in depositing undisputed statutory dues and other statutory dues applicable to it with the appropriate authorities.

b) According to the records of the Company and according to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Sales tax, Excise duty and Cess, which have not been deposited on account of dispute.

10. The accumulated losses of the Company's does not exceeded 50% of its net worth and it has not incurred any cash loss during the current year.

11. The company has not taken term loans from any financial institutions bank or issued Debentures. Hence the question of default in repayment of dues does not arise.

12. 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. The Company is dealing in shares and proper records have been maintained for the transactions. We are informed that the investments are held in the name of the Company.

14. The company has not given guarantee for loans taken by others from Bank or financial institution.

15. The company has not obtained term loans during the year.

16. As per the records of the company no funds were raised on short term Basis and used for long term investment and vice versa

17. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act 1956.

18. The company has not issued any debentures and hence creation of Securities in respect of debentures does not arise.

19. The company has not raised money by way of public issue of shares.

20. According to information and explanations furnished to us no fraud on or by the company has been noticed or reported during the year.

21. The nature of the business of the company is such that the Clauses XIII, of paragraph 4 of the Companies Act (Auditors Report) Order 2003 are not applicable

For, Venkatesh & Co.,

Chartered Accountants

F.R.No.:-004636S

Place: Chennai CA Dasaraty V

Date: 18/08/2012 Partner

Membership No.26336

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