Management's Responsibility for Financial Statements

The Company's Board of Directors is responsible for matters stated in 134(5) of Companies Act 2013("the Act") with respect to 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 the maintenance of adequate accounting records in accordance with provision of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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 financial statements based on our audit.

We have taken into account the provision of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision 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 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 on the financial statement.

Basis for Qualified Opinion

Company being listed company is required to appoint Internal Auditor under section 138 of Company's Act 2013 and Key Managerial Personnel under section 203 of Company's Act 2013 but company has not complied with such provision of the Company's Act 2013.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of matter described in the basis for Qualified Opinion paragraph, 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, 2015;

b) In the case of Statement 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.

Report on other Legal and Regulatory Requirements

1. 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 (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 s given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of Order.

2. As required by section 143(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 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 section 133 of

the companies' act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

f) With respect to the matters included in the auditor's report and to best of our information and according to the explanation given to us.

1) There has been no delay in transferring amounts, required to be transferred, to the investor's education and protection fund by the company

Annexure to Independent Auditors' Report

Referred to in paragraph 1 of the Our Report of even date to the members of DALAL

STREET INVESTMENTS LIMITED on the accounts of the company for the year ended 31st March, 2015.

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

ii) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory.

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

iv) In our opinion, and according to information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of inventory.

v) Company has not accepted deposits from public within the meaning of section 73 and 74 of the Act and rule framed there under to the extent notified.

vi) There is no requirement of maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act.

vii) (a) According to information and explanation given to us and the records of the company examined by us , in our opinion, the company is regular in depositing the undisputed statutory dues , including provident fund, employees' state insurance, income-tax, sales-Lax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and

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

(c) There are no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii) The Company has accumulated losses and has incurred cash loss during the financial year covered by our audit.

ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

x) The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

xi) In our opinion, and according to the information and explanation given to us, the company had not taken any term loan.

xii) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have not come across any instance of material fraud on or by the company, noticed or reported during the year.

                                       For A K NEVATIA AND ASSOCIATES
                                       (Chartered Accountants)
                                       FRN: 107045W

                                       CA ANIL KUMAR NEVATIA
                                       (PROPRIETOR)
                                       Membership No. : 040403