Auditor Report of Worth Investment and Trading Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of WORTH INVESTMENT & TRADING COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, 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 Board of Directors is 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to 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 31st March, 2015;

(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.

EMPHASIS OF MATTERS

We draw attention to the following matters in the Notes to the financial statements:

a) As certified by the management and relied upon by us in the matter that no lawsuits filed against the company.

b) That the Company has accumulated losses at the end of the financial year however it's net worth has not been eroded. The Company has not incurred a net cash loss during the current financial year and in the immediately previous financial year. However, the Company's current liabilities do not exceed its current assets as at the balance sheet date.

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. We have not reported on internal financial control system as the same has been deferred by Ministry of Corporate Affairs, Government of India Notification No. G.S.R. 722(B) dated 14th October, 2014.

2. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the annexure a statement on the matters specified in paragraph 3 and 4 of the order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

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

II. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

III. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURES TO THE AUDITOR'S REPORT

Referred to in paragraph 2 under the 'Report on Other Legal and Regulatory Requirements' of our Report of even date on the Accounts for the year ended on 31.03.2015.

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

b) All the fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were noticed on such verification.

2. The company had not any inventory during the year, hence this clause is not applicable to it.

3. The Company has not granted any secured/unsecured loans to parties covered in the Register maintained under section 189 of the Companies Act. Accordingly, this clause is not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business.

Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the, directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the companies Act and the rules framed there under, to the extent applicable have been complied with.

6. According to the information and explanations given to us, the company is not required for the maintenance of cost records which has been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Hence this clause is not applicable to it.

7. a) According to the records examined by us, the company is regular in depositing undisputed statutory dues with appropriate authorities including Income Tax, Wealth Tax, Service Tax, Cess and any other statutory dues applicable to it.

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Value added Tax and Excise Duty are not applicable to it.

Further there were no outstanding dues at the year end for a period of more than Six Months from the date they became payable.

b) According to the information and explanations given to us, no disputed amount is pending before any forum of the above mentioned statutory dues.

c) According to the information and explanations given to us, the company is not required to transfer any amount to the investor education and protection fund in accordance with the relevant provisions of Companies Act, and rules made thereunder has been transferred to such fund within time.

8. The Company has accumulated loss at the end of the financial year which is not more than fifty percent of its net worth and it has not incurred net cash loss during the current financial year and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

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

11. The Company has not obtained any term loans. Accordingly this clause of the Order is not applicable.

12. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For MAROTI & ASSOCIATES Chartered Accountants

KOMAL SURANA (Partner) (Membership No. 303583) (Firm Registration No. 322770E) Place : Kolkata Date : 30th Day of May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of WORTH INVESTMENT & TRADING COMPANY LIMITED, which comprise the Balance Sheet as at March 31,2014, 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.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

OPINION

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

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

(b) in the case of the statement of Profit and Loss, of the PROFIT forthe 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 LEGALAND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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, 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURES TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other legal and Regulatory Requirements'' section of our Report of even date)

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

b) All the fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were noticed on such verification.

c) There has been no disposal of fixed assets during the year.

2. The company did not possess any inventories during the year. Therefore, provisions of clauses 4(ii)(a) to 4(ii)(c) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained under Sec 301 of the Companies Act. Hence clause 4 (III) (b) (c) and (d) are not applicable.

b) The Company has not taken unsecured Loan from Party covered in the Register maintained under Sec 301 of the Act. Hence clause 4(l!l) (f) and (g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec 299 of the Companies Act, 1956 and which required to be so entered in the register maintained under Sec 301 of the said Act have been so entered, b) In our opinion and according to the information and explanations given to us the Company has not entered into any transaction made in pursuance of contracts or arrangements entered in the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or more in respect of any party. Accordingly Paragraph (V) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the directives issued by the Reserve Bank of India and the provisions of sections 58A & 58AA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable have been complied with.

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

8. According to the information and explanationsgiven to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act,1956 in respect of services carried out by the Company

9. a) According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed Income Tax, Wealth Tax, Service Tax, Cess and other statutory dues applicable to it.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Cess and other statutory dues were outstanding at the year end for a period of more than Six Months from the date they became payable.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company has accumulated losses at the end of the Financial Year which is less than fifty percent of the net worth. Further it has hot incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank. There were no outstanding debentures during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. in respect of dealing/trading in shares in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein in. The shares have been held by the Company in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank orfinancial institutions.

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, we report that the Company has not utilized any funds raised on short term basis for long term investments.

18. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. However, the prices at which such shares are issued are not prima facie prejudicial to the interest of the company.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit

For MAROTI & ASSOCIATES Chartered Accountants

M.K.MAROTI (Proprietor) (M. No.057073) (Firm Reg. No: 322770E)

Place: Kolkata

Date :30th Day of May, 2014

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Mar 31, 2013

We have audited the accompanying financial statements of WORTH INVESTMENT & TRADING COMPANY LIMITED, 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.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

OPINION

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

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

(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 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 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

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.

ANNEXURES TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on 31.03.2013.

1. The company did not possess any fixed assets during the year. Therefore, provisions of clauses 4(i)(a) to 4(i)(c) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

2. The company did not possess any inventories during the year. Therefore, provisions of clauses 4(ii)(a) to 4(ii)(c) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained under Sec 301 of the Companies Act. Hence clause 4 (III) ( b ) ( c ) and ( d ) are not applicable .

b) The Company has not taken unsecured Loan from Party covered in the Register maintained under Sec 301 of the Act Hence clause 4( III ) ( f ) and ( g ) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec 299 of the Companies Act, 1956 and which required to be so entered in the register maintained under Sec 301 of the said Act, have been so entered.

b) In our opinion and according to the information and explanations given to us the Company has not entered into any transaction made in pursuance of contracts or arrangements entered in the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or more in respect of any party . Accordingly Paragraph (V) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable have been complied with.

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

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act,1956 in respect of services carried out by the Company

9. a) According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed Income Tax Wealth Tax, Service Tax, Cess and other statutory dues applicable to it.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax Wealth Tax, Service Tax, Cess and other statutory dues were outstanding at the year end for a period of more than Six Months from the date they became payable.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company does not have any accumulated losses at the end of the Financial Year. Further it has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank. There were no outstanding debentures during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In respect of dealing / trading in shares in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein in. The shares have been held by the Company in its own name.

15. 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 institutions.

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, we report that the Company has not utilized any funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For MAROTI & ASSOCIATES Chartered Accountants

M.K.MAROTI (Proprietor) (M. No.057073) Place : Kolkata (Firm Reg. No: 322770E) Date : 30th Day of May, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of WORTH INVESTMENT AND TRADING CO. LIMITED, as at 31st March 2012, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order 2003 as amended, issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent it is applicable to the Company. Further to our comments in the Annexure referred to in paragraph above, we state that :-

1. 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 ;

2. In our opinion, proper books of accounts 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 & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Statement of Profit & Loss and the 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;

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

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies, and Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

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

II. In the case of the Statement of Profit & Loss, of the PROFIT for the Year ended on that date.and

III. In the case of the Cash Flow Statement, of the Cash Flows for the Year ended on that date.

ANNEXURES TO THE AUDITORS" REPORT Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on 31st March 2012.

1) a) The Company did not posses any fixed assets during the year. Therefore the provisions of clauses 4(i)(a) to 4{i)(c) of the Companies (Auditor''s Report) Order are not applicable to the Company.

2) a) During the year, the inventories have been physically verified by the management. 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 of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the record of inventories, we are of the opinion that the Company is maintaining proper records of inventories. No material discrepancies have been noticed on physical verification of inventories with book records and the same have been properly dealt with in the books of accounts

3) a) The Company has not granted secured / unsecured loans to parties covered in the Register maintained under Sec 301 of the Companies Act. Hence clause 4( III) ( b) (c) and (d ) are not applicable .

e) The Company has not taken secured / unsecured Loan from Party covered in the Register maintained under Sec 301 of the Act Hence clause 4{ III) (f) and (g) are not applicable,

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its. Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems

5) a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec 299 of the Companies Act, 1956 and which required to be so entered in the register maintained under SEC 301 of the said Act, have been so entered

b) In our opinion and according to the information and explanations given to us as there are No Contracts or arrangements that need to be entered in to the Register maintained under Sec 301 of the Companies Act 1956, Paragraph (V) (b) of the order is not applicable .

6) The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the directives issued by the Reserve Bank of India and the provisions of sections 58A. 58AA or any other relevant provisions of the Act and the rules framed there under and the rules framed there under are not applicable.

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

8. Accourding to the information and explanations given to us, the Central Government has not prescribed the (JMNfHinance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 In rwpect of services carried out by the Company

I) I) According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed Income Tax, Investor Education Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it.

As informed to us Provident Fund, Employees State Insurance, are presently not applicable to the Company.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Investor Education Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues as applicable to it were outstanding at the year end for a period of more than Six Months from the date they became payable.

As informed to us Provident Fund, Employees State Insurance, are presently not applicable to the Company 10) The Company has accumulated losses as at 31st March, 2012 which is less than fifty percent of its net worth. Further, it has not incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

II) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or bank. There were no outstanding debentures during the year

12) According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

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

14) .In respect of dealing / trading in shares in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein in. The shares have been held by the Company in its own name

15) 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 institutions.

16) The company has not obtainedany term loans.Accoudingly clause of the order is not Applicable

For MAROTI & ASSOCIATES (CHARTERED ACCOUNTANTS)

Place: Kolkata Date : 03/07/2012

MADAN KUMAR MAROTI (PROPRIETOR) (M.NO :057073) (FIRM REG NO : 322770E)

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Mar 31, 2011

The attached Balance Sheet of WORTH INVESTMENT COMPANY LIMITED, as at 31st March, 2011 and the Loss Account and the Cash Flow Statement for the year ended h are in agreement with the books of accounts. These financial the responsibility of the company's management. Our ;o express an opinion on these financial statements based on.

audit in accordance with auditing standards generally Those Standards require that we plan and perform the audit to assurance about whether the financial statements are free of An audit includes examining, on a test basis, evidence and disclosures in the financial statements. An audit : the accounting principles used and significant estimates : as well as evaluating the overall financial statement e believe that our audit provides a reasonable basis for our.

As required by the Companies (Auditor's Report) Order, 2003 as amended by (Auditor's Report) (Amendment) Order, 2004 issued by the Central ( of India in terms of sub-section (4A) of Section 227 of the Act, 1956, we enclose in the Annexure a statement on the matters In paragraphs 4 and 5 of the said Order (to the extent applicable to the company),

In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement subject to 7 (i) & (ii) below comply with the requirements of Accounting Standards referred to in Section (3C) of section 211 of the Companies Act, 1956.

the basis of information and explanation obtained, none of the Director are disqualified as at 31st March, 2011 from being appointed as Director in terms of Section 274 (l)(g) of the Companies Act, 1956.

whether to the above, we report that:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the Purpose of our audit.

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

iii) 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, true and fair view

a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011 and

b) in the case of Profit & Loss Account, of the operating result of the year ended on that date,

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

ANNEXURE TO AUDITOR'S REPORT

The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The fixed assets of the company have been physically verified by the management at reasonable intervals and no discrepancy has been noticed on such verification.

In our opinion and according to the information and explanations given to us, no substantial portion of fixed assets have been disposed off during the year.

2. In respect of its inventories

a) The stocks of shares and securities have been physically verified by the Management during the year at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares & securities 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, proper records are maintained by the company in respect of stock securities and debentures. We have also been informed that no discrepancies have been noted on such physical verification as compared to the book records.

3. The Company has neither granted nor taken any loan, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii)(b) to (d) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of securities and services. During the course of our audit, we have not observed any major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements referred to in section 301 of the Act that need to be entered into a register maintained under that section. Accordingly 4(v)(b) of the order is not applicable.

b) According to information and explanations obtained and on the basis of examination of the books and records of the company, there are no dues relating to sales tax, income tax, custom duty, wealth tax, excise duty, and service tax as at 31st March, 2011 which have not been deposited on account of a dispute.

10 The company does not have accumulated losses as at 31st March, 2011 and has not Incurred cash loss during the financial year ended on that date and Immediately preceding financial year.

According to explanations and information obtained and based on our of the records of the company that the company has not defaulted repayment of dues to any financial institution or bank or debenture holders.

11 In our opinion and according to the information and explanations given to us, no loan and advance have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

13 The company has maintained proper records of transactions and contracts in of its dealing in shares/investments. All the shares, debentures and other investments have been held by the company in its own name.

14 According to information and explanations given to us, the company not given any guarantee for loans taken by others from bank or financial institutions during the year.

15 According to information and explanations obtained and on the basis examining of the books and records, the company has not taken any term loan during the financial year.

16 An overall examination of the balance sheet of the company and as information and explanations obtained, no fund raised on short term basis has been used for long term investments.

17 During the year, the company has not made any preferential allotment shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

18 The company has not issued any debenture during the year.

19 The company has not raised any money by public issue during the year

20. While conducting an examination of the books records of the company in accordance with the generally accepted auditing practices in India, and according to all information and explanations given to us, we have not come across by fraud on or by the company, noticed or reported during the year.

For N. N. DAS & Co. Chartered Accountants (Registration No. 301008E)

S.GHOBAL Partner Membership No. 12957

Kolkata, Dated : 15th June, 2011