Auditor Report of Premium Capital Markets & Investments Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of PREMIUM CAPITAL MARKET & INVESTMENT LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 201 and the Statement of Profit and Loss and Cash Flow Statement for the year the 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") (Which continue to applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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 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 Profit and Loss Account, 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

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 alt the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 (Which continue to applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs);

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

ANNEXURE TO THE AUDITORS REPORT

(As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars, including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable internals during the year, no material discrepancies have been noticed on such verification as compared to the books records.

(c ) No substantial part of fixed assets has been disposed -off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company .

(b) The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c ) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act. There are total two parties and amount outstanding as on 31,03.2014 is of Rs. 15.10 Lacs. The maximum outstanding during the year was Rs.36.43Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total two parties and amount outstanding as on 31st March 2014 is Rs.12.57 Lacs. The Maximum outstanding during the year was of Rs.20.28 Lacs. The terms and conditions and rate of interest of such loans have not been stipulated, hence we are unable to comment upon above transactions.

iv. According to the information's and explanations given to us, there are, in our opinion, adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories, fixed assets and for the sale of goods/services. As observed by us, there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us, transactions that need to be entered into a register in . pursuance of section 301 of the Companies Act, have been entered.

(b) In our opinion and according to the information and explanations given to us, transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956, aggregating during the year to Rs,5 Lacs or more in respect of each party is NIL.

vi. As informed and explained to us, the company has not taken any deposit-covered u/s - 58-A of the Companies Act, 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us, the Central Government has not prescribed maintenance of cost records u/s 209 (i) of the Companies Act, 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.14 investor Education and Protection Fund, Sales Tax, Service Tax, Cess and any other statutory dues which wee due for more than six months from the date they become payable.

(b) As informed and explained to us, there is no disputed amount in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax or Cess, except an Income Tax demand for the A. Y. 1996-97 against which an appeal was pending before the CIT (Appeals)- II, Indore, relief in assessed income of Rs.56.45 Lacs is granted by the Hon'ble CIT( Appeals)-II which reduces our tax demand approximately to Rs.91.18 Lacs from Rs. 171.85 Lacs and for the balance demand the company has also filed appeal before the Hon'ble ITAT Indore bench and the same is pending for decision.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has earned cash profit of Rs.45,076/- and in the preceding financial year the Company has earned cash profit of Rs.43,478/-

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities | by way of pledge of shares, debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi, mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries expect to the extent of exemption if any, granted under Section 49 of the Companies Act, 1956. There are some snares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the ' company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

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

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that, no funds raised for short-term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN & SALUJA, CHARTERED ACCOUNTANTS, FRN:-004588C

Sd/- Place : Indore CA. SANJAY KUMAR AIREN Pate: 25th August, 2014 PARTNER M.No.073305

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Mar 31, 2012

1) We have Audited the attached Balance-sheet of M/S PREMRJM CAPITAL MARKET AND INVEST- MENTS LIMITED: INDORE as at 31st March' 2012 and also the Statement of Profit and Loss and the cash flow statement for the year ended on that date annexed thereto. These Financial Statement are the responsibility of the Company's management .Our Responsibility is to express an opinion on these finan- cial statements based on our audit.

2) We conducted our audit accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform our audit to obtain reasonable assurance about whether the evidence supporting the amount and disclosures in financial statements are free from material misstatements .An audit includes' examining on the test basis' evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 Auditors Reports Order' 2003 issued by the Central Government' in terms of section 227(4) (a) of the companies Act' 1956 we give in a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

4) Further to our comments in the annexure referred 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 purpose of our audit.

b. In our opinion proper books of accounts as required by the law' have been kept by the company so far as appears from our examination of the books.

c. The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with books of accounts.

d. In our opinion the Balance-Sheet and Statement of Profit and Loss dealt with by this report complies with Accounting Standards referred to' in sub-section (3C) of section 211 of the Companies Act'1956.

e. On the basis of written representation received from the Directors as on 31.03.12 and taken on record by the Board of Directors' we report that none of the Directors of the company is disqualified from being ap- pointed as Director in terms of the provisions of Section of Section 274(l)(g) of the Companies Act' 1956 on the said date.

f. In our opinion and to the best of our information and according to the explanations given to us' the accounts subject to notes given there on' give the information's required by the Companies Act' 1956 in the manner so required and give a true and fair view :

(i) In the case of Balance Sheet' of the state of affairs of company as at 31st March' 2012 and (ii) In the case of Statement of Profit & Loss' of Profit of the company for the year ended on that date. (iii) In so far as it relates to the Cash flow Statement' of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars' including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable intervals during the year' no material discrepancies have been noticed on such verification as compared to the books records.

(c) No substantial part of fixed assets has been disposed -off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company

(b) The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies' firms or other parties covered in the register maintained under section 301 of the CompaniesAct. There are total three parties and amount outstanding as on 31.03.2012 is of Rs.46.66 Lacs. The maximum outstanding during the year was Rs.54.36 Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act' 1956 are not prima-facie prejudicial to the interest of the company. t

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total two parties and amount outstanding as on 31st March 2012 is Rs.12.88 Lacs. The Maximum outstanding during the year was of Rs. 12.88 Lacs. The terms and conditions and rate of interest of such loans have not been stipulated' hence we are unable to comment upon above transactions.

iv. According to the information's and explanations given to us' there are' in our opinion' adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories' fixed assets and for the sale of goods/services. As observed by us' there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us' transactions that need to be entered into a register in pursuance of section 301 of the Companies Act' have been entered. (b) In our opinion and according to the information and explanations given to us' transaction of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act' 1956' aggregating during the year to Rs.5 Lacs or more in respect of each party is Nil. vi. As informed and explained to us' the company has not taken any deposit-covered u/s - 5 8-A of the Companies Act' 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us' the Central Government has not prescribed maintenance of cost records u/s 209 (i) of the Companies Act' 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.12 investor Education and Protection Fund' Sales Tax' Service Tax' Cess and any other statutory dues which wee due for more than six months from the date they become payable.

b) As informed and explained to us' there is no disputed amount in respect of Sales Tax' Income Tax' Custom Duty' Wealth Tax' Excise Duty' Service Tax or Cess' except an Income Tax demand for the A.Y. 1996-97 against which an appeal was pending before the CIT (Appeals)- II' Indore' relief in assessed Income of Rs.56.45 Lacs is granted by the Hon'ble CIT( Appeals)-II which reduces our tax demand approximately to Rs.91.18 Lacs from Rs. 171.85 Lacs and for the balance demand the company has also filed appeal before the Hon'ble ITAT Indore bench and the same is pending for decision.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has earned cash profit of Rs.42908/- and in the preceding financial year the Company has incurred cash losses of Rs.3'00'493/-

xi. In our opinion and according to the information and explanations given to us' the company has not defaulted in repayment of dues to Financial institutions' Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities by way of pledge of shares' debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi' mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares' debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries expect to the extent of exemption if any' granted under Section 49 of the Companies Act' 1956. There are some shares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

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

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company' we report that' no funds raised for short-term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN SALUJA & HABLANI'

CHARTERED ACCOUNTANTS'

FRN:-004588C

Place: Indore CA. SANJAY KUMAR AIREN

Date: 17th August 2012 PARTNER

M.No.073305

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Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S PREMIUM CAPITAL MARKET AND INVESTMENTS LIMITED: INDORE as at 31st March, 2010 and also the Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These Financial Statement 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 accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform our audit to obtain reasonable assurance about whether the evidence supporting the amount and disclosures in financial statements are free from material misstatements. An audit includes, examining on the test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation .We believed that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government, in terms of section 227 (4A) of the Companies Act, 1956 we give in a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

4) Further to our comments in the annexure referred 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 purpose of our audit.

b. In our opinion proper books of accounts as required by the law, have been kept by the company so far as appears from our examination of the books.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with books of accounts.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report complies with Accounting Standards referred to, in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representation received from the Directors as on 31.03.10 and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified from being appointed as Director in terms of the provisions of Section 274(l)(g) of the Companies Act, 1956 on the said date.

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts subject to notes given there on, give the informations required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance Sheet, of the state of affairs of company as at 31st March, 2010 and

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

(iii) In so far it relates to the Cash flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars, including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable intervals during the year, no material discrepancies have been noticed on such verification as compared to the books records.

(c) No substantial part of fixed assets has been disposed-off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company.

(b)The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act. There are total two parties and amount outstanding as on 31.03.2010 is Rs. 84.64 Lacs. The maximum outstanding during the year was Rs. 87.72 Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total four parties and amount outstanding as on 31st March 2010 is Rs. 34.77 Lacs. The Maximum outstanding during the year was of Rs. 40.99 Lacs. The terms and conditions and rate of interest of such loans has not been stipulated, hence we are unable to comment upon above transactions.

iv. According to the informations and explanations given to us, there are, in our opinion, adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories, fixed assets and for the sale of goods/services. As observed by us, there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us, transactions that need to be entered into a register inpursuance of section 301 of the Companies Act, have been entered.

(b) In our opinion and according to the information and explanations given to us, transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956, aggregating during the year to Rs.5 Lacs or more in respect of each party are made at the prevailing market price.

vi. As informed and explained to us, the company has not taken any deposit covered u/s - 58-A of the Companies Act, 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us, the Central Government has not prescribed maintenance of cost records u/s 209 (i) (d) of the Companies Act, 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.10 in respect of income-tax, sales tax, excise duty, customs duty, Provident Fund, ESIC, Investor Education and Protection Fund, Sales Tax, Service Tax, Cess and any other statutory dues which wee due for more than six months from the date they become payable.

b) As informed and explained to us, there is no disputed amount in respect of Sales Tax, Incpme Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax or Cess except Income Tax liability of Rs. 1,71,85,222/- for the Assessment Year 1996-97, against which an appeal is pending before CIT (Appeals)-I, Indore.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has incurred cash losses of Rs. 8,88,678/- and in the preceding financial year the company has incurred cash losses of Rs. 11,32,519/-.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi, mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries except to the extent of exemption if any, granted under Section 49 of the Companies Act, 1956. There are some shares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

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

xvii. According to the information and explanations given to us and on an overall examination of he Balance Sheet of the company, we report that, no funds raised for short term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN SALUJA & HABLANI,

CHARTERED ACCOUNTANTS,

Place: Indore C.A. SANJAY KUMAR AIREN

Date: 9th August 2010 PARTNER