Auditor Report of Systematix Securities Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SYSTEMATIX SECURITIES LTD. (''the Company''), which comprise the Balance Sheet as at March 31, 2014, 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

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

Auditors'' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014.

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, the 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211 (3C) of the Act.

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

ANNEXURE TO THE AUDITORS'' REPORT

(referred to of our report of even date)

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off the substantial part of fixed assets during the year.

(2) As the company is engaged in service sector hence clause not applicable.

(3) According to the information and explanation given to us, The Company has not granted/ taken loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(4) In our opinion and according to the information and explanation given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase and sales of fixed assets and for the sale of shares.

(5) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act 1961.

(6) In our opinion and according to the information and expfanation given to us, the company has not accepted deposits from the public according to the provisions of sections 58A and 58AA of the Act and the rules framed there under.

(7) The company has an interna! audit system commensurate with its size and nature of its business.

(8) The maintenance of cost record has not been prescribed by the central government under clause

(d) of sub-section (1) of section 209 of the Companies Act.

(9) (a) According to the information and explanation given to us the company is regujar in depositing undisputed statutory dues like income tax with appropriate authorities during the year.

(b) According to the information & explanation 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 the last day of the financial year for a period of more than six month from the date they became payable

(c) As per records produced before us the dues of income tax, sales tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute are stated hereunder:

Name of Statute Period to which Forum where Amount amount relates dispute is pending (Rs. In Lacks)

Income Tax 2003-04 CIT Appeal,Kolkata 2.07

Income Tax 2004-05 CIT Appeal,Kolkata 1.15

income Tax 2006-07 CIT Appeal Kolkata 1.13

(10) The Company has not accumulated losses and does not have not incurred any cash loss in financial year immediately preceding the previous year.

(11) According to information and explanation given to us, the Company has neither taken the loan from financial institutions nor issued any Debenture during the year.

(12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the Company.

(14) The Company is trading in shares, securities debentures and other investments and proper records have been maintained of transactions and contracts and timely entries made therein and all shares ,securities debentures and other investments are held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

(15) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(16) Term loan has not been taken by company during the previous year hence clause not applicable,

(17) According to the information and explanation given to us, on an overall basis, the Company has not raised the funds on short-term basis, which have been used for long term investment and vice versa.

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

(19) Company has not issued Debenture hence clause not applicable.

(20) During the year, the Company has not raised money by public issue hence the question of disclosure and verification of end use of such monies does not arise.

(21) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Sethiya Khandelwal Co. Chartered Accountants (Firm Registration No. 004Q58C)

Place : Indore Rajesh Khandelwal Date : 29.05.2014 Partner M. NO.076272

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s. SYSTEMATIX SECURITIES LTD. as at 31st March 2011, and the annexed Profit & Loss Account for the year ended on that date. 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. Those 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 also includes examination on test basis, evidence supporting and amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) order, 2003 issued by the company law board in terms of section 227 (4A) of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

c) The Company's Balance Sheet and Profit and Loss Accounts dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this Report comply with the Accounting Standards referred in section 211(3C) of the Companies Act, 1956 so far as applicable.

e) On the basis of written representation received from the directors of the Company as at 31st March 2011, and taken on record by the Board of Directors of the Company, no Director is disqualified from being appointed as Director of the Company, under section 274(1)(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 the conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of Company, of the state of affairs of the Company as at 31st March 2011.

ii) In the case of Profit & Loss & Account, of the profit for the year ended 31st March 2011.

iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended of that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to of our report of even date)

(1) The nature of the company's activities during the year have not been such that the clauses (ii), (viii), (xiii) and (xix) of paragraph 4 of the Companies (Auditors Report) Order are not applicable to the Company during the year.

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

(3) According to the information and explanation given to us, The company has not granted/ taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(4) 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 the purchase of shares and fixed assets and for the sale of shares, if any.

(5) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act 1961.

(6) In our opinion and according to the information and explanation given to us, The Company has not accepted deposits from the public according to the provisions of sections 58A and 58AA of the Act and the rules framed there under.

(7) The Company has an internal audit system commensurate with its size and nature of its business.

(8) (a) According to the information and explanation given to us the company is regular in depositing undisputed statutory dues like income tax with appropriate authorities during the year.

(b) According to the information & explanation 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 the last day of the financial year for a period of more than six month from the date they became payable.

(c) As per records produced before us the dues of income tax, sales tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute are stated hereunder

Name of Statute Period to which Forum where Amount amount relates dispute is pending (Rs. In Lacks)

Income Tax 1998-99 CIT Appeal Kolkata 22.47

Income Tax 2000-01 CIT Appeal Kolkata 22.39

Income Tax 2003-04 CIT Appeal Kolkata 2.07

Income Tax 2004-05 CIT Appeal, Kolkata 1.15

Income Tax 2006-07 CIT Appeal, Kolkata 1.13

(9) The Company has accumulated losses at the end of the financial year however it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(10) According to information and explanation given to us, the Company has neither issued any Debenture not taken loans form financial institution and bank during the year.

(11) According to information and explanation given to us, the Company has neither issued any Debenture not taken loans form financial institution and bank during the year.

(12) The Company has not granted loans and advances on the basis of security by way of pledge of shares.

(13) In our opinion, the Company is dealing in shares and proper records have been maintained of the transactions and contracts and timely entries have been made therein and the shares 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.

(14) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(15) According to the information and explanation given to us, the Company has not raised any term loan during the year under review hence question of its application does not arise.

(16) According to the information and explanation given to us, on an overall basis, the Company has not raised the funds on short-term basis, which have been used for long term investment and vice versa.

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

(18) During the year, the Company has not raised money by public issue hence the question of disclosure and verification of end use of such monies does not arise.

(19) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Sethiya Khandelwal & Co.

Chartered Accountants

(Registration No. 004058C)

Place : Indore Rajesh Khandelwal

Date : 30.05.2011 Partner

M. No. 076272

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. SYSTEMATIX SECURITIES LTD. as at 31st March 2010, and the annexed Profit & Loss Account for the year ended on that date. 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. Those 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 also includes examination on test basis, evidence supporting and amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) order, 2003 issued by the company law board in terms of section 227 (4A) of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

c) The Company's Balance Sheet and Profit and Loss Accounts dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this Report comply with the Accounting Standards referred in section 211(3C) of the Companies Act, 1956 so far as applicable.

e) On the basis of written representation received from the directors of the Company as at 31st March 2010, and taken on record by the Board of Directors of the Company, no Director is disqualified from being appointed as Director of the Company, under section 274(1 )(g) of the Companies Act, 1956.

f) lln our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 the conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet of Company, of the state of affairs of the Company as at 31st March 2010.

ii) In the case of Profit & Loss & Account, of the profit for the year ended 31st March 2010.

iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended of that date.

ANNEXURE TO THE AUDITORS' REPORT (Referred to of our report of even date)

(1) The nature of the company's activities during the year have not been such that the clauses (ii), (viii), (xiii) and (xix) of paragraph 4 of the Companies (Auditors Report) Order are not applicable to the Company during the year.

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

(3) According to the information and explanation given to us, The company has not granted/ taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(4) In our opinion and according to the information and explanation given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of shares and fixed assets and for the sale of shares, if any.

(5) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into a register maintained under section 301 of the Companies Act 1961.

(6) In our opinion and according to the information and explanation given to us, The Company has not accepted deposits from the public according to the provisions of sections 58A and 58AA of the Act and the rules framed there under.

(7) The Company has an internal audit system commensurate with its size and nature of its business.

(8) (a) According to the record of the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material, statutory dues applicable to it except gratuity.

According to the information and explanation given to us the company is regular in depositing undisputed statutory dues like income tax with appropriate authorities during the year.

(b) According to the information & explanation 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 the last day of the financial year for a period of more than six month from the date they became payable.

(c) As per records produced before us the dues of income tax, sales tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute are stated hereunder

Name of Statute Period to which Forum where Amount amount relates dispute is (Rs. In pending Lacks)

Income Tax 1998-99 CIT Appeal Kolkata 22.47

Income Tax 2000-01 CIT Appeal Kolkata 22.39

Income Tax 2003-04 CIT Appeal Kolkata 2.07

Income Tax 2004-05 CIT Appeal, Kolkata 1.15

Income Tax 2006-07 CIT Appeal, Kolkata 1.13

(9) The Company has accumulated losses at the end of the financial year however it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(10) According to information and explanation given to us, the Company has neither issued any Debenture not taken loans form financial institution and bank during the year.

(11) According to information and explanation given to us, the Company has neither issued any Debenture not taken loans form financial institution and bank during the year.

(12) The Company has not granted loans and advances on the basis of security by way of pledge of shares.

(13) In our opinion, the Company is dealing in shares and proper records have been maintained of the transactions and contracts and timely entries have been made therein and the shares 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.

(14) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(15) According to the information and explanation given to us, the Company has not raised any term loan during the year under review hence question of its application does not arise.

(16) According to the information and explanation given to us, on an overall basis, the Company has not raised the funds on short-term basis, which have been used for long term investment and vice versa.

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

(18) During the year, the Company has not raised money by public issue hence the question of disclosure and verification of end use of such monies does not arise.

(19) To the best of our knowledge and belief and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Sethiya Khandelwal & Co. Chartered Accountants (Registration No. 004085C)

Rajesh Khandelwal Partner M. No. 076272

Place : Indore Date : 31.05.2010