Auditor Report of iStreet Network Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To,

The Members of iStreet Network Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of iStreet Network Limited (''the Company'') which comprises the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation and presentation of these standalone 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 Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also 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; and design, implementation and maintenance of adequate internal financial controls, that were 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 March

2016 and its loss and its 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, 2016 (''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, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

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

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

e. On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the Director is disqualified as on 31^st March 2016, 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, refer to our separate report in ''Annexure B''; and

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

i) The Company does not have any pending litigation 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; and

iii) There has not been an occasion in case of the company during the year under report to transfer any sums to the

Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

The Annexure referred to in Independent Auditor''s Report to the members of the Company on the standalone financial statements for the year ended 31^st March 2016, we report that:

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

Assets.

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified over a year. As explained to us no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) There are no immovable properties held by the company, hence clause not applicable.

2. The company has a regular programme of physical verification of inventory at monthly intervals. As explained to us no material discrepancies were noticed on such verification.

3. (a) The company has not granted any loans, secured or unsecured to the companies, firms and other parties covered in the register

maintained under section 189 of the Companies Act, 2013.

(b) Since there are no such loans, hence, question of terms and conditions prejudicial to the interest of company as stipulated does not arise.

(c) Since there are no such loans, question of regular in repaying the principal or interest amounts as stipulated does not arise.

(d) Since there are no such loans, question of overdue amount as stipulated does not arise.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provision of the Section 185 and 186 of the Act, with respect to the loans and investment made.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for of the goods and services dealt in by the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,

amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, sales tax, service tax, value added tax, cess and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities except in case of provident fund there are general delay ranging from 1 to 2 months. As explained to us, the Company did not have any dues on account of employees'' state insurance, duty of customs and duty of excise.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

8. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

9. The Company did not raise any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

10. According to the information and explanations given to us, no material fraud by the Company or on the company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanations given to us and based on our examination of the records of the company, the company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of the section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Note No. 26 of Notes to the Financial Statements as required by the applicable accounting standards.

14. The company has made preferential allotment of equity shares against the share warrants during the year under review and the same is in compliance with Section 42 of the Act and the same has been used for the purpose for which raised.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the company has not entered into any non-cash transaction with directors or person connected with directors in compliance with section 192 of the Act.

16. The 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 the sub section 3 of the section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of iStreet Network Limited (''the company'') as of 31^st March 2016 in conjunction with our audit of the standalone financial statement of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is 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 Charted 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 the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s 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 Reporting (the ''Guidance Note'') 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 applicable to an audit of internal financial controls and, both issued by the Institute of Charted 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 were 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 there 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 auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud and 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 the financial statements for external purposes in accordance with generally accepted accounting principles.

A company''s internal financial controls over financial reporting 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 receipt and expenditure of the company are being made only in accordance with authorizations of the 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 misstatement 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 change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanation given to us, the Company has, 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 of March 31, 2016 based on 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.

For Jhawar Mantri & Associates

Chartered Accountants

(Firm Registration No. 113221W)

B.P. Mantri

Place : Mumbai Partner

Date : May 28,2016 M. No. 45701

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Mar 31, 2015

We have audited the accompanying financial statements of iStreet Network Limited ('the Company') which comprises the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and 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

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also 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; and design, implementation and maintenance of adequate internal financial controls, that were 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 thereunder.

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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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, of the state of affairs of the Company as at 31 March 2015 and its loss and its 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, 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 paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

i) The Company does not have any pending litigation 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; and

iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March 2015, 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, Fixed Assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

2. (a) As explained to us, inventories except stock in transit have been physically verified by the management reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. No material discrepancies were noted on verification, between physical stocks and book records.

3. (a) The Company has not granted any loans, secured or unsecured to the companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) Since there are no such loans, question of regular in repaying the principal or interest amounts as stipulated does not arise.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the body corporate, firm and other parties listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of audit.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for of the goods and services dealt in by the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited with the appropriate authorities on account of any dispute.

(d) According to the information and explanations given to us, there are no amount which required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

8. The Company has accumulated losses at the end of the financial year which are not less than fifty percent of its net worth. The Company has incurred cash losses during the current financial year but not in the immediately preceding financial year.

9. The Company did not have any outstanding dues to bank, financial institution or debenture holders during the year.

10. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The Company did not have any term loans outstanding during the year.

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

For JHAWAR MANTRI & ASSOCIATES Chartered Accountants (Firm Registration No. 113221W)

B.P. MANTRI Mumbai, 20th May 2015 Partner M. No. 45701

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Mar 31, 2014

We have audited the accompanying financial statements of iStreet Network Limited (''the Company'') which comprises the Balance Sheet as at 31st March 20 14, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

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 notified under ''the Companies Act, 1956'' of India (the "Act") read with the General Circular 15/20 13 dated September 13, 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

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 and other applicable authoritative pronouncements 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 misstatements.

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 the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as 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 accompanying financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting 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 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''), as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, (hereinafter referred as the "Order"), 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, 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) in our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

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

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

(b) Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) During the year, the company has not disposed off any part of the Fixed Assets.

2. (a) As explained to us, inventories except stock in transit have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. No material discrepancies were noted on verification, between physical stocks and book records.

3. (a) The company has not granted any loans, secured or unsecured to the companies, firms and other parties covered in the register maintained under section 30 1 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, since there are no loans given by the company to parties listed in the register maintained under section 301 of the Companies Act, 1956 hence question of whether the rate of Interest and other terms and conditions on which loans has been given are not prima facie, prejudicial to the interest of the company does not arise.

(c) Since there are no such loans, question of regular in repaying the principal or interest amounts as stipulated does not arise.

(d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956.

(e) The company has not taken any loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirement of clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into register in pursuance of Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at price which are prima facie reasonable having regard to prevailing market prices available at the relevant time except in case of certain transactions of purchase for which alternate quotations are not always available.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under

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

8. Products manufactured by the company for 3rd party are not covered by the order issued under section 209(1)(d) prescribed by the Central Government and therefore the company has not made and maintained such accounts and records.

9. The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employees provident fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and other statutory dues applicable to it except Service Tax where some delays are observed in payment, however there are no outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

10. The company have accumulated losses at the end of the financial year which are not less than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in the financial year immediately preceding the current financial year.

11. There are no dues payable by the company to any bank and financial institution; hence this clause is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhil mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. The company has maintained the proper records of the transactions of investment in shares, securities, debentures and other investment and timely entries have been made also the shares and securities have been held by the Companies in its own name.

15. In our opinion and according to the information and explanation given to us, the company has not given guarantees for loans taken by others. Therefore, the provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

16. In our opinion and according to the information and explanation given to us the company has not taken terms loans. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

17. The company has not raised any funds short term or long term during the year. Therefore, the provisions of clause 4 (xvii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued debentures. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. During the year the company has not raised money by way of public issue. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Jhawar Mantri & Associates Chartered Accountants (Firm Registration No. 113221W)

B.P. Mantri (M. No. 45701) Partner Place: Mumbai Date: 28.05.2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. PRINCIPAL PHARMACEUTICALS & CHEMICALS LIMITED as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date 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 of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have chained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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;

(iii) 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; .

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956;

(v) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the 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;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon give the information

required by the Companies Act, 1956., in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF M/S. PRINCIPAL PHARMACEUTICALS & CHEMICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2012.

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

(b) Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. ,

(c) During the year, the company has not disposed off any part of the Fixed Assets.

2. According to the information and explanations given to us, there are no purchase, sales, own production and inventory during the year hence provisions of clause 2 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(b) In our opinion and according to the information and explanations given to us, since there are no loans given by the company to parties listed in the register maintained under section 301 of the Companies Act, 1956 hence question of whether the rate of Interest and other terms and conditions on which loans has been given are not prima facie, prejudicial to the interest of the company does not arise.

(c) Since there are no such loans, question of regular in repaying the principal or interest amounts as stipulated does not arise.

(d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956.

(e) The company has not taken any loan from parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirement of clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from the public. Therefore, the provisions of clause 4 (vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

8. Products manufactured by the company for 3rd party are not covered by the order issued under section 209(1 )(d) prescribed by the Central Government and therefore the company has not made and maintained such accounts and records.

9. The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employees provident fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and other statutory dues applicable to it except Service Tax where some delays are observed in payment, however there are no outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

10. The company net worth has turned positive at th end of the financial year. However, accumulated losses of the company at the end of the financial year are not less than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in the financial year immediately proceeding the current financial year.

11. There are no dues payable by the company to any bank and financial institution; hence this clause is not applicable.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. The company has maintained the proper records of the transactions of investment in shares, securities, debentures and other investment and timely entries have been made also the shares and securities have been held by the Companies in its own name.

15. In our opinion and according to the information and explanation given to us, the company has not given guarantees for loans taken by others. Therefore, the provisions of clause 4 (xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

16. In our opinion and according to the information and explanation given to us the company has not taken terms loans. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

17. The company has not raised any funds short term or long term during the year. Therefore, the provisions of clause 4 (xvii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

18. According to the information and explanations given to us, during the year the company has made preferential allotment of 48,74,000 equity shares of face value of Rs. 4/- each aggregating to Rs. 1,94,96,000/- at par to parties and companies covered in the register maintained under section 301 to the Act as per the order of BIFR, hence the price at which shares have been issued is not prejudicial to the interest of the Company.

19. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued debentures. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. During the year the company has not raised money by way of public issue. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For JHAWAR MANTRI & ASSOCIATES

Chartered Accountants

Firm Reg. No. 113221W

Place: Mumbai B.P.Mantri

Date : 31st May, 2012 Partner.

M.No. 45701

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. PRINCIPAL PHARMACEUTICALS & CHEMICALS LIMITED as at 31st March, 2010, the Profit and Loss Account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 prrvides a reasonable basis for our opinion.

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

4. a) As stated in note No. B (3) in schedule 16, despite huge accumulated losses the accounts for the year have been prepared on the assumption of the going concern basis in view of the ongoing efforts being made by the company for recovery.

b) As stated in Note No. B (5) of schedule 16 to the accounts, effect of impairment in the value of assets has not been recognized in the accounts as required by the AS-28. However the effect of the same can not be ascertained in view of pending restructuring proposal.

5. Further to our comments in the Annexure referred to above.we report that:

(i) 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;

(ii) 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;

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act 1956,

(v) On the basis of written representations received from the Directors, as on 31s1 March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31s1 March, 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes appearing in schedule 16, give the information required by the Companies Act,1956., in the manner so required subject to matters mentioned in clause (4) above, give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of lie Profit and Loss Account, of the loss for the year ended on that date; and

(c) in the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF M/S. PRINCIPAL PHARMACEUTICALS & CHEMICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010.

1. (a) The Companys Fixed Assets records are under updation to show full particulars, including quantitative details and situation of Fixed Assets.

(b) All the Assets have not been physically verified by the management during the year but there is a regular program of verification which, inouropinion.isreasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any part of the Fixed Assets.

2. According to the information and explanations given to us, there are no purchase, sales, own production and inventory during the year hence provisions of clause 2 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

(b) In our opinion and according to the information and explanations given to us, since there are no loans given by the company to parties listed in the register maintained under section 301 of the Companies Act, 1956 hence question of whether the rate of Interest and other terms and conditions on which loans has been given are not prima facie, prejudicial to the interest of the company does not arise.

(c) Since there are no such loans, question of regular in repaying the principal or interest amounts as stipulated does not arise.

(d) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956.

(e) The company has taken loan from 1 (one) party covered in the register maintained under Section 301 of the Companies Act, 1956 amounting to Rs. 79.66 lacs.

(f) In our opinion and according to the information and explanations given to us, the rate of Interest and other terms and conditions on which loans has been taken by the company are not prima facie, prejudicial to the interest of the company.

(g) There is no interest and no repayment schedule hence question oi paymt t of the principal and interest on regular basis does n ot arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from the public. Therefore, the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

7. The company has no formal internal audit system as such but its control procedure ensures reasonable internal checking of its financial and other records.

8. Central government has prescribed maintenance of cost records under section 209(1 )(d). However, products manufactured by the company for 3rt party are not covered by the said order and therefore the company has not made and maintained such accounts and records.

9. The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employees provident fund, Income Tax, Wealth Tax, sales tax, Custom Duty, Excise Duty, cess and other statutory dues applicable to it.

10. The company has accumulated losses at the end of the financial year not less than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in the financial year immediately proceeding the current financial year.

11. The company has defaulted in repayment of dues to the financial institutions and banks in earlier years. However during the earlier years and current year the company has settled and fully repaid all outstanding of Banks & Financial Institutions as per the OTS approved by Bank/Financial Institutions.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhil mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. The company has maintained the proper records of the transactions of investment in shares, securities, debentures and other investment and timely entries have been made also the shares and securities have been held by the Companies in its own name.

15. In our opinion and according to the information and explanation given to us, the company has not given guarantees for loans taken by others. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

16. In our opinion and according to the information and explanation given to us the company has not taken terms loans. Therefore, the provisions of clause 4(xvi) of the Companies (Auditors Report) Orcer, 2003 are not applicable to the company.

17. The company has not raised any funds short term or long term during the year. Therefore, the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 to the Act. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. . According to the information and explanations given to us, during the period covered by our audit report, the company had not issued debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20. During the year the company has not raised money by way of public issue. Therefore, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For JHAWAR MANTRI & ASSOCIATES Chartered Accountants

B.P. MANTRI

MUMBAI Partner

DATED : 31st May 2010 M.No. 45701

Firm Reg No. 113221W