Auditor Report of Shyamkamal Investments Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT To the Members of M/s. SHYAMKAMAL INVESTMENTS LIMITED Report on the Financial Statements

1. We have audited the accompanying financial statements of SHYAMKAMAL INVESTMENTS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 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 Financial Statements

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

Auditor''s Responsibility

3. 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 hereunder. 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.

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

5. 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

6. 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 31st March 2016, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act ,

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 A”. Our report expresses an unmodified opinion, on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) On the basis of the information and explanation of the Company provided to us in respect of the internal financial control, in our opinion, the Company has adequate internal financial controls systems in place and the operating effectiveness of such controls. and

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

i. The Company does not have any pending litigations which would impact its financial position

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

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

8. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure “B” a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

We have audited the internal financial controls over financial reporting of Shyamkamal Investments Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements 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 Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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 Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations 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 at 31 March 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control sated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

On the basis of such checks, as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) Fixed Assets were physically verified at the end of the year by the management. In our opinion procedure of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The Company has not having any immovable property during the year, so the question of title deeds of immovable property in the name of company does not arise.

ii) As explained to us the Stock of shares & Securities in company''s custody have been physically verified or verified with Demat Account by the management at the end of financial year or after the year end. In our opinion, the frequency of verification is reasonable. As informed to us, no material discrepancies have been noticed on physical verification of shares and securities, as compared to books records.

iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured Loan to companies, firms, limited liability partnership or any party covered in the register maintained under Section 189 of the Companies Act, 2013 during the year.

iv) According to the information and explanations given to us, in respect of loans, investments, guarantees, and security the provisions of section 185 and 186 of the Companies Act, 2013 have generally been complied with by the company during the year.

v) The Company has not accepted any deposits from the public , which are covered under Section 73 to 76 of the Companies Act, 2013 and no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the undisputed statutory dues, including Provident Fund, , Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, VAT, Cess or any other material statutory dues, as applicable, with the appropriate authorities in India ;

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31.03.2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Sales Tax , Service Tax, Customs Duty, Excise Duty or VAT which have not been deposited on account of any dispute.

viii) According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of loans and borrowings to any financial institution, Bank, government or dues to Debenture holders.

ix) In our opinion, and according to the information and explanations given to us, the company has not raised any money by way of initial public offer or further public offer (including debt instruments). The Term loans obtained by the company, if any, during the year have been applied for the purpose for which the loans were obtained.

x) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, no fraud by or on the Company by its officers or employees has been noticed or reported during the year in the course of our audit.

xi) In our opinion, managerial remuneration, if any, has been paid or provided in accordance with requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013. The company is not a Nidhi Company and therefore Nidhi Rules , 2014 are not applicable to the company.

xiii) In our opinion, and according to the information and explanations given to us, all the transaction with related parties are generally in compliance with section 177 and 188 of Companies Act, 2013, where applicable and details have been disclosed in the Financial Statements etc, as required the applicable accounting standards.

xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) The company has not entered into any non-cash transactions with directors or persons connected with him in contravention of the provisions of section 192 of the Companies Act, 2013.

xvi) The Company has obtained registration under the Reserve Bank of India Act, 1934.

For ABN & Co.

Chartered Accountants

Firm Registration No. 004447C

S C Kabra

Place: Mumbai Partner

Date: 23rd May, 2016 Membership No.: 035604

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Mar 31, 2015

1. We have audited the accompanying financial statements of SHYAMKAMAL INVESTEMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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

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

Auditors' Responsibility

3. 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.

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

5. 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

6. 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 31st March 2015, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

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

i. The Company does not have any pending litigations which would impact its financial position

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

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

ANNEXURE TO THE AUDITORS" REPORT OF SHYAMKAMAL INVESTMENTS LIMITED (Referred to in paragraph 7 Our Report of even date)

On the basis of such checks, as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (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 during the year. As informed to us, no material discrepancies were noticed on such verification;

ii. (a) As explained to us the Stock of shares & Securities in company's custody have been Physically verified or verified with Demat Account by the management at the end of financial year or after the year end. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion & according to information & explanation given to us, the company is maintaining proper records of shares & securities & no material discrepancies have been noticed on physical verification thereof, as compared to books records.

iii. The company has not granted any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for purchase & sales of securities, for the purchase of fixed assets and for the sale of services, if any. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported in the internal control system.

v The Company has not accepted any deposits from the public , which are covered under Section 73 to 76 of the Companies Act, 2013 .

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub- section (1) of Section 148 of the Act .

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes

(c) 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, so the question of reporting delay in transferring such sums does not arise .

viii. The accumulated losses of the Company at the end of year are less than 50% of its net worth. The Company has incurred cash losses in the current financial year and also in the immediately preceeding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures, so the question of default in repayment of dues does not arise.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

Xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, no fraud on or by the Company has been noticed or reported during the year in the course of our audit .

For ABN & Co Chartered Accountants Firm Registration No.004447c

S C Kabra Place: Mumbai Partner Date: 28th May, 2015 Membership No. 035604

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Mar 31, 2014

We have audited the accompanying financial statements of M/s SHYAMKAMAL INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 20 I4, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the 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 the 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 31st March 2014;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE TO THE AUDITORS'' REPORT

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

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

(b) As explained to us, physical verification of fixed assets as on 31st March, 2014 was conducted by the management during the year. In our opinion, frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanation received, there are no major discrepancies found on such verification.

(c) During the year under consideration, the company has sold its office premises but the preparation of financial statement on a going concern basis is not affected.

ii) (a) As explained to us the stock of Shares and Securities in Company''s custody have been physically verified by the Management as at the end of the financial year or after the year end. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Shares and Securities and No material discrepancies have been noticed on physical verification thereof as compared to book records.

iii) (a) The Company has granted unsecured loans of Rs. 9,00,000/- to two companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In respect of unsecured loan granted by the company, the terms of repayment are not specified and interest is debited to the loan account. The rate of interest is not prima facie prejudicial to the interest of the company.

(c) According to the information & explanation given to us, there is no overdue amount in respect of unsecured loan granted.

(d) The Company has not taken Loans, Secured or Unsecured of from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation given to us, the internal control procedures are adequate and commensurate with the size of the company and the nature of its business for purchases and sale of shares and securities.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 58A & 58AA or any other relevant Provisions and the rules made there under.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956, as applicable to the company.

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable.

x) The Company has incurred loss of Rs. 3,03,19,481 during the financial year covered by our audit but has not incurred any loss in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions or banks.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi /mutual benefit fund/society.

xiv) The company has maintained proper records of the transactions & contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein by the company. In our opinion and according to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name, except to the extent of the examption, if any, granted under section 49 of the Act.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) In our opinion and according to the information and explanations given to us, the company has not taken any term loan during the year.

xvii) In our opinion and 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 on short-term basis have been used for long-term investment and vice-versa.

xviii) According to the information and explanations given to us, the company has not made any prefer ential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our report.

xx) During the period covered by our audit report, the company has not raised any money by public issues.

xxi) To the best our knowledge and belief and 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 Rajendra Shah & Associates Chartered Accountants ICAI Firm Reg. No: 108388W

Sd/- R.M.Shah Place: Mumbai Partner Date: 29/05/2014 Membership No. 039027

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Mar 31, 2013

To The Members of Shyamkamal Investments Limited

We have audited the attached Balance Sheet of SHYAMKAMAL INVESTMENTS LIMITED as at 31st March 2013 and also the Statement of Profit and Loss for the year ended on that date, both 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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 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.

As required by the Companies (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Sections 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 to the extent applicable.

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

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

2. In our opinion, proper Books of Account as required by law have been kept by the Compai so far as appears from our examination of those books;

3. The Balance Sheet, Profit and Loss Account dealt with by this Report are in agreement * the books of account;

4. In our opinion, the Balance Sheet, Statement of Profit and Loss dealt with by ll comply with the Accounting Standards referred to in the sub-section (3C) of Sectioc the Companies Act, 1956;

5. On the basis of written representations received from the Directors, as on 31st March, 2013 and taken on record by Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956; and

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a True & 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, 2013;

(b) In the case of Statement of Profit & Loss, of the Profit of the Company 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 to the Auditors'' Report

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

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

(b) As explained to us, physical verification of fixed assets as on 31st March, 2013 was conducted by the management during the year. In our opinion, frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanation received, there are no major discrepancies found on such verification.

(c) Since there is no substantial disposal of Fixed Assets during the year, the preparation of financial statement on a going concern basis is not affected on this account.

(a) As explained to us the stock of Shares and Securities in Company''s custody have been physically verified by the Management as at the end of the financial year or after the year end. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Shares and Securities and No material discrepancies have been noticed on physical verification thereof as compared to book records.

(a) The Company has granted unsecured loans of Rs. 52,78,861/- to two companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In respect of unsecured loan granted by the company, the terms of repa3''ment are not specified and interest is debited to the loan account. The rate of Interest is not prima facie prejudicial to the interest of the company.

(c) According to the information & explanation given to us, there is no overdue amount in respect of unsecured loan granted.

(d) The Company has not taken Loans, Secured or Unsecured of Rs. 13,60,000/- from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv ) In our opinion and according to the information and explanation given to us, the internal control procedures are adequate and commensurate with the size of the company and the nature of its business for purchases and sale of shares and securities.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 58A & 58AA or any other relevant Provisions and the rules made there under.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956, as applicable to the company.

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they become payable.

x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses of Rs. 3.94,710/- in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions or banks.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

xiv) The company has maintained proper records of the transactions & ontracts in respect of I shares, securities, debentures and other investments and timely entries have been made therein by the company. In our opinion and according to the information and explanations given to us, the shares, securities, debentures and-other securities have been held by the company in its own name, except to the extent of the exemption, if any, ranted under section 49 of the Act. I

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) In our opinion and according to the information and explanations given to us, the term loans 1 have been applied for the purpose for which they were obtained.

xvii)ln our opinion and 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 on } short-term basis have been used for long-term investment and vice-versa.

xviii) According to the information and explanations given to us, 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.

xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our report.

xx) During the period covered by our audit report, the company has not raised any money by public issues.

xxi) To the best our knowledge and belief and 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 Rajendra Shah & Associates

Chartered Accountants

Firm Regn No. 108388W

Place: Mumbai

Dated: Partner

---

Mar 31, 2012

We have audited the attached Balance Sheet of SHYAMKAMAL INVESTMENTS LIMITED as at 31st March 2012 and also the Statement of Profit and Loss for the year ended on that date, both 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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 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.

As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Sections 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 to the extent applicable.

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

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

2. 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;

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

4. In our opinion, the Balance Sheet, Statemer.t of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in the sub-section (3C) of Section 211 of the Companies Act, 1956;

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a True & 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, 2012;

(b) In the case of Statement of Profit & Loss, of the Loss of the Company 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 to the Auditors' Report

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

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

(b) As explained to us, physical verification of fixed assets as on 31st March, 2012 was conducted by the management during the year. In our opinion, frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanation received, there are no major discrepancies found on such verification.

(c) Since there is no substantial disposal of Fixed Assets during the year, the preparation of financial statement on a going concern basis is not affected on this account.

(a) As explained to us the stock of Shares and Securities in Company's custody have been physically verified by the Management as at the end of the financial year or after the year end. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Shares and Securities and no material discrepancies have been noticed on physical verification thereof as compared to book records.

iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a) to (d) of the Companies (Auditors Report) Order are not applicable.

(b) The Company has taken Unsecured Loan of Rs. 13,60,000/- from one company covered in the register maintained under section 301 of'he Companies Act, 1956.

(c) In respect of loan taken by the company, the terms of repayment are not specified. The company does not pay any interest on the loan taken and none of the terms & conditions of the loan are prejudicial to the interest of the company.

(d) According to the information & explanation given to us, there is no overdue amount in respect of unsecured loan taken.

iv) In our opinion and according to the information and explanation given to us, the internal control procedures are adequate and commensurate with the size of the company and of its business for purchases and sale of shares and securities.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 58A & 58AA or any other relevant Provisions and the rules made there under.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) To the best of our knowledge and according to the information and explanations given to us, the j Central Government has not prescribed maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956, as applicable to the company..

ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax,- sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in .arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

x) The Company does not have accumulated losses. The Company has incurred cash losses of Rs.3,94,710/- on account of payment of BSE suspension revocation fees of Rs.l3,56,690Aduring the financial year covered by our audit and had incurred cash losses of Rs. 1,46,589/- in the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions or banks.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi /mutual benefit fund/society.

xiv) The company has maintained proper records of the transactions & contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein by the company. In our opinion and according to the information and explanations given to us, the shares, securities, debentures and other securities have been held by the company in its own name, except to the extent of the exemption, if any, granted under section 49 of the Act.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xvii) our opinion and 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 on short-term basis have been used for long-term investment and vice-versa.

xviii) According to the information and explanations given to us, 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.

xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our report.

xx) During the period covered by our audit report, the company has not raised any money-toy public issues.

xxi) To the best our knowledge and belief and 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 Rajendra Shah & Associates Chartered Accountants Firm Regn No. 108388W

Place : Mumbai R.M. Shah (M. No. 39027)

Date : 23-06-12 Partner

---

Mar 31, 2009

We have audited the attached Balance Sheet of SHYAMKAMAL INVESTMENTS LIMITED as at 31st March 2009, and also the Profit and Loss Account for the year ended on that date, both 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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 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.

As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Sections 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 to the extent applicable.

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

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

2. 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;

3. The Balance Sheet, Profit and Loss Account dealt with by this Report are in agreement with the books of account;

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

5. On the basis of written representations received from the Directors, as on 31st March, 2009 and taken on record by Board of Directors, we report that none of the Directors is disqualified as on. 31st March, 2009 from being appointed as a director in terms of clause
6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act. 1956 in the manner so required and give a True & Pair 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, 2009;

(b) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date; and

Annexure to the Auditor's Report

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

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

(b) As explained to us, physical verification of fixed assets as on 31st March, 2009 was conducted by the management during the year. In our opinion, frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanation received, there are no major discrepancies found on such verification.

(a) As explained to us the stock of Shares and Securities in Company's custody have been physically verified by the Management as at the end of the financial year or after the year end. In our opinion, the frequency of verification is reasonable.

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

( c ) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of Shares and Securities and No material discrepancies have been noticed on physical verification thereof as compared to book records.

iii) (a) The Company has granted unsecured loans of Rs.7000/- to two Companies covered in the register maintained under section 301 of the Act.

(b) In respect of unsecured loans granted by the company the terms of repayment are not specified and interest is debited to the loan account. The rate of Interest is not prima facie prejudicial to the interest of the Company. The Interest is regularly paid by the company.

(c) According to the information & explanation given to us, there is no over due amount in respect of unsecured loans granted.

(d) The Company has not taken Loans from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv) The internal control procedures are adequate and commensurate with the size of the company and the nature of its business for purchases and sale of shares and securities.

v) To the best of our knowledge and belief and. according to the information and explanations given to us, there are no transactions that need lo be entered in the register maintained under section 301 of the Companies Act 1956.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956, as applicable to the company.

ixj (a) According to the information and explanations given to us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2009 for a period of more than six months from the date they become payable.

( c ) According to the information and explanations given to us, dues of income tax which has have not been deposited on account of dispute is as under;

x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions or banks.

xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi /mutual benefit fund/society.

xiv) The company has maintained proper records of the transactions & contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein by the company. In our opinion and according to the information and explanations given to us the shares, securities, debentures and other securities have been held by the company in its own name, except to the extent of the exemption, if any, granted under section 49 of the Act.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

xvii)ln our opinion and 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 on short-term basis have been used for long-term investment and vice-versa.

xviii) According to the information and explanations given to us, 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.

xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our report.

xx) During the period covered by our audit report, the company has not raised any money by public issues.

xxi) To the best our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course or our audit.

For Rajendra Shah & Associates Chartered Accountants

Place : Mumbai R.M.Shah (M.No.39027)

Dated : 21.08.2009 Partner