Auditor Report of Stellant Securities (India) Ltd.

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of STELLANT SECURITIES (INDIA) LIMITED, ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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

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

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

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

OPINION

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

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

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.

EMPHASIS OF MATTER -

7. Not Applicable

REPORTS ON OTHER LEGAL AND REGULATORY REQUIREMENTS

8. As required by the Companies (Auditor'' Report) Order, 2003, as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the ''Order'') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 8 of the Auditors'' Report of even date to the members of STELLANT SECURITIES (INDIA) LIMITED on the financial statements for the year ended 31st March 2013.

1. Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

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

c) None of the fixed assets were re-valued during the year.

d) During the year, the Company has not been disposed off substantial part of the fixed assets.

2. Inventories

a) The management has conducted physical verification of inventories during the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

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

3. Loans and advances either granted or taken.

a) The Company has taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the yearend balance of such loans is Rs. 35,04,000/-. As per terms, the company is not required to pay any interest on the same.

b) The Company has not granted interest free secured or unsecured loan to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.

4. Internal Control.

In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. Transactions with parties under section 301 of the Companies Act 1956.

a) Based upon the c.udit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b) There are no transactions during the year exceeding the value of Rs. Five Lacs with the parties covered in the register maintained u/s 301 of the Companies Act, 1956.

6. Public Deposits

The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

7. Internal Audit system.

In our opinion and according to information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. Cost Record

The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

9. Statutory Dues.

a) According to the information and explanation given to us, and books and records examined by us, there are no undisputed and outstanding amounts payable in respect of wealth tax, sale tax, custom duty and excise duty outstanding as at 31st March 2013 for a period of more than six months from the date they become payable except income tax liability for A. Y. 2010-2011 amounting to Rs. 14,95,735/-

10. Accumulated losses.

The accumulated loss of the company at the end of the current financial year as well as immediate preceding financial year is more than 50% of its networth. The company has incurred cash loss during the year and also in the immediately preceding financial year.

11. Dues to Financial Institutions/banks.

According to the information and explanation given to us, and based on the documents and records verified by us the Company removed from a bank and company has not defaulted on the repayment ofthe same. The Company has not issued any debentures.

12. Loans against pledge of securities.

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

13. Applicability of provisions of special statutes.

The Company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of such special statute are not applicable.

14. Investments

As explained to us, the Company is dealing in or trading in shares, securities, debentures and'' other investments. The company has maintained the proper records for the transactions and contracts and the same r ive been recorded in the books of account as and when the transaction has occurred. The investments are held in the name of the company.

15. Guarantees

According to information & explanation given to us, the company has not given any guarantee to an associate company. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

16. Term loan

The company has not taken any term loan or given guarantee during the year.

17. Utilisation of funds

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, prima facie, funds raised on a short term basis have not been used for long term investments.

18. Preferential allotment of shares

During the year the company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956.

19. DEBENTURES

The company has not issued any debenture during the year under review.

20. End use of money in case of public issue

The Company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not applicable.

21. Frauds

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR P R AGARWAL & AWASTHI

CHARTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner

M. No. 34147

FRN : 117940W

Place : Mumbai

Date : 30.05.2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of the STELLANT SECURITIES (India) LIMITED (formerly known as SELLAIDS PUBLICATIONS (INDIA) LIMITED) as at 31ST March 2012 and also the Profit & Loss account of the company for the year ended 31st March 2012 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 Ind.a. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluat.ng the overall financial statement presentation. We believe that our audit provides a reasonable basis on our opinion.

As required by Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the companies Act, 1956 and on the basis of such checks we considered appropriate and according to the information and explanation g.ven to us during the course of audit, we give in Annexure hereto statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 3 above, we report

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of the books of account.

c) The Balance sheet and Profit & Loss account and Cash Flow Statement dealt with -y this report are in agreement with the books of accounts.

d) Closing Stock of inventory has been valued taking into account market value after the balance sheet date and not on the basis of "cost or market value" whichever is lower on the date of Balance Sheet as was done during the previous year.

3. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3c) of section 211 of the Companies Act, 1956.

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

5. In our opinion, and to the best of our information and according to the explanations given to us, the said Balance sheet and the profit & Loss A/C read together with the notes thereon give the information required by the companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012.

And

ii) In the case of the Profit & Loss Account, of the Loss of the company for the period ended on that date.

And

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

ANNEXURE TO THE AUDITORS' REPORT

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

1. Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

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

c) None of the fixed assets were revalued during the year.

d) During the year, the Company has not been disposed off substantial part of the fixed assets.

2. Inventories

a) The management has conducted physical verification of irrVentories during the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business

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

3. Loans and advances either granted or taken.

a) The Company has taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the yearend balance of such loans is Rs. 35,04,000/-. As per terms, the company is not required to pay any interest on the same.

b) The Company has granted interest free secured or unsecured loan aggregating of Rs. 8,52,260/' to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Company.

4. Internal Control.

In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5- Transactions with parties under section 301 of the Companies Act 1956.

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

b) In our opinion and according to the explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees 5 lacs in respect of any party during the year are not capable of being compared as they are proprietary in nature.

6. Public Deposits

The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

7. Internal Audit system.

In our opinion and according to information and explanation given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. Cost Record

The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

9. Statutory Dues.

a) According to the information and explanation given to us, and books and records examined by us, there are no undisputed and outstanding amounts payable in respect of wealth tax, sale tax, custom duty and excise duty outstanding as at 31st March 2012 for a period of more than six months from the date they become payable except income tax liability for A. Y. 2010-2011 amounting to Rs. 14,95,735/-

10. Accumulated losses.

The accumulated loss of the company at the end of the current financial year as well as immediate preceding financial year is less than 50% of its networth.

11. Dues to Financial Institutions/banks.

According to the information and explanation given to us, and based on the documents and records verified by us the Company has borrowed loans from a bank and company has not defaulted on the repayment of the same. The Company has not issued any debentures.

12. Loans against pledge of securities.

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

13. Applicability of provisions of special statutes.

The Company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of such special statute are not applicable.

14. Investments

As explained to us, the Company is dealing in or trading in shares, securities, debentures and other investments. The company has maintained the proper records for the transactions and contracts and the same have been recorded in the„ .books of account as and when the transaction has occurred. The investments are held in the name of the company.

15. Guarantees

According to information & explanation given to us, the company has not given any guarantee to an associate company. The terms and conditions of such guarantee are not prejudicial to the interest of the Company.

16. Term loan

The company has not taken any term loan or given guarantee during the year.

17. Utilisation of funds

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, prima facie, funds raised on a short term basis have not been used for long term investments.

18. Preferential allotment of shares

The company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956. However the company has made preferential allotment of shares to the parties not covered in the said register and the price at which shares have been issued is not prejudicial to the interest of the company.

19. DEBENTURES

The company has not issued any debenture during the year under review.

20. End use of money in case of public issue The Company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not applicable.

21. Frauds

According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

FOR P R AGARWAL & AWASTHI

CHARTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner

M. No. 34147

FRN.: 117940

Place :Mumbai

Date : 23.08.2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of the SELLAIDS PUBLICATIONS (INDIA) LIMITED as at 31ST March 2010 and also the Profit & Loss account of the company for the year ended 31st March 2010 annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 on our opinion.

As required by Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the companies Act, 1956 and on the basis of such checks we considered appropriate and according to the information and explanation given to us during the course of audit, we give in Annexure hereto Statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 3 above, We report that:-

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of the books of account.

c) The Balance sheet and Profit & Loss account dealt with by this report are in agreement with the books of accounts.

3. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

4. On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said Balance sheet and the profit & Loss A/C read together with the notes thereon give the information required by the companies Act, 1956 in the manner so required and give a true and fair view.

i) In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

And

ii) In so far as it relates to the Profit & Loss Account, of the profit of the. company for the period ended on that date.

And

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

ANNEXURE TO THE AUDITORS REPORT

Annexure to the Auditors Report referred to in paragraph I of our report of even date on accounts for the period ended 31st March 2010 of M/S. SELLAIDS PUBLICATIONS (INDIA) LIMITED.

1. The company has maintained proper records showing full particulars including quantitative details and situations of all of its fixed assets.

a) The company has verified all its fixed assets by the management at reasonable intervals and that no material discrepancies have been noticed on such verification.

b) None of the fixed assets were revalued during the year.

2. The management has conducted physical verification of inventories during the year.

a. The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

b. The company is maintaining proper records of inventory and no material discrepancies were notice on physical verification.

3. In view of the above, the question of valuation does not arise.

4. The company has not taken unsecured loans from parties listed in the register maintained Under Section 301 of the Companies Act, 1956 and to the companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.

5. The company has not granted secured loan to companies, listed in the register maintained Under Section 301 and to the Companies under the same management as defined under sub-section (lb) of section 370 of the Companies Act, 1956.(1 of 1956)

6. In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of plant and machinery, equipment and other assets and for the sale of goods.

7. The company has not entered into transaction of purchase & sale of services in pursuance of arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs.50,000 or more, have been made at a prices which are reasonable having regards terms of arrangements.

8. The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956, and the rules framed there under are not applicable.

9. The Company has no scraps or by-products.

10.The company has an internal audit system commensurate with its size and the nature of its business.

1l. The Central Government has not prescribed the maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956, for any of the products of the company.

12. The Provision of provident fund or employees State Insurance Scheme are not applicable to the company.

13. According to the information and explanation given to us no undisputed amounts payable in respect of income tax, wealth tax, sale tax, custom duty and Excise Duty were outstanding as at 31st March 2010 for a period of more than six months from the date they become payable.

14.The accumulated loss of the company at the end of the current financial year as well as immediate preceding year is more than 50% of its net worth. However, the company has not incurred cash loss in the current year as well as in the immediately preceding year.

15.The company has not taken any loan from financial institution or bank or debenture holders.

16.The company is not engaged in any activity of nidhi/ mutual benefit fund/societies, and hence the provisions of any special statute applicable to chit fund are not applicable

17.According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

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

19.The company has not taken any term loan or given guarantee during the year

20.The company has not raised any money by public issue during the year. Therefore the requirement of disclosure by the management on the end use of money raised by public issues and verification of the same is not - applicable.

21. The company has not used any funds raised on short term basis be used on long term investment and vice versa

22.The company is not a sick industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

23.Company is not having any damage goods, so the question of valuation of such goods does not arise.

24. The company is dealing in or trading in shares, securities, debentures and other investments. The company has maintained the proper records for the transactions and contracts and the same has been recorded in the books of account as and when the transaction has occurred. The investments are held in the name of the company.

25.The company has not made any preferential allotment of shares to the party and Companies covered in the register maintained under section 301 of the Companies Act 1956.

26.In our opinion, and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of plant and machinery, equipment and other assts and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

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

FOR P R AGARWAL & AWASTHI

CHAPTERED ACCOUNTANTS

PAWAN Kr AGARWAL

Partner M. No. 34147 FRN:-117940W

Place: Mumbai Date : 29.05.2010