Company 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 Standalone 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 of 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these Standalone 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. 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 standalone financial statements.

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, subject to the matter stated under emphasis of matter:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(ii) in the case of the Statement of Profit and 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 of the Company for the year ended on that date.

Emphasis on Matters

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

[1] Note No. 10 on reclassification of certain investments as stock in trade during the financial year 2014-15.

[2] Note No. 12(2) under Long Term Loans and Advances regarding no additional write off/provisioning required for other loans, pending final outcome of a sub judice claim preferred by the Company. Also, the Company has been allotted fully paid equity shares at par against certain loans outstanding as at 1st April, 2014, which was also a related subject matter of the above sub-judice loan.

[3] Note No. 13 on Long Term Trade Receivables, regarding allotment of fully paid equity shares at par against certain outstanding amounts, which has been classified as stock in trade.

[4] Note No. 14(1) regarding determination of the net realizable value of stock in trade, which has been considered as the fair market value on the basis of Rule 11U and 11UA of the Income Tax Rules.

[5] Note No. 14(2) regarding classification of a Company as an Associate Company under Section 2(6) of the Companies Act, 2013. Consolidated financial statements have not been prepared since the shares are held as stock in trade and would be disposed of in the near future.

[6] Note No 13 on credit balances lying in certain dormant banking accounts, where no write off/adjustment has been done pending final outcome of the appeal preferred by the Company.

[7] Note 33 regarding non funding of gratuity liability.

Our opinion is qualified in respect of the matters stated under items 2, since the same could have a significant impact on the financials of the Company, which are not determinable presently.

Our opinion is not modified in respect of the other matters

Report on Other Legal and Regulatory Requirements

[1] As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order

[2] 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

(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 standalone 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 and 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 by the Company to the Investor Education and Protection Fund during the year.

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET SERVICE LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2015

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. However, during the year, the fixed assets of the Company comprising of only land and building appurtenant thereto have been fully disposed of.

2. (a) The stock of shares have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedures of physical verification of stock of shares followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been noticed on the physical verification of stock of shares.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii

(a) and iii(b) of paragraph 3 the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets purchase and sale of shares/ investments and for the sale of services. Further, during the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any Deposits during the year and, accordingly, the provisions of Clauses V of Paragraph 3 of the Order is not applicable to the Company. An aggregate amount of 30,000/- is outstanding against such Deposits accepted by the Company in the earlier years. The Company has transferred an aggregate amount of 45,533/- against such unclaimed Deposit [inclusive of Interest] to the Investors Education and Protection Fund in an earlier year.

6. As per information and explanation given by the management, maintenance of cost records have not been prescribed by the Central Government under sub-section (1) of section 148 of the Act for the type of business the Company is currently in.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable,.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and value added tax which have not been deposited on account of any disputes.

(c) According to the information and explanations given to us, there were no amounts required to be transferred during the year to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The accumulated losses of the Company as at 31st March, 2015 of Rs 602.45 lacs was more than 50% of the net worth of the Company on the said date. There was no cash loss during the year. However, The Company had incurred a cash loss of Rs 13.56 lacs in the immediately preceding financial year.

In arriving at the accumulated losses and net worth as above, we have considered the quantifications which are quantifiable in the audit reports of the years to which these losses pertain.

9. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (ix) of paragraph 3 of the said order is not applicable.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution during the year and, accordingly, the provisions of clause (x) of paragraph 3 of the said order is not applicable for the relevant year.

11. The Company has not raised any term loan during the year and, accordingly, the provisions of clause (xi) of paragraph 3 of the said order is not applicable for the relevant year.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

Ravi Kumar Venkatesan Membership No. 052145 Partner

For and on Behalf of S. RAMANAND AIYAR & CO., Chartered Accountants (Regn. No. 000990N)

114F/1D, Selimpur Road, Kolkata - 700031

Dated : May 29, 2015