Management's Responsibility forthe Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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. These 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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal Control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 reasonable 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 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:

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

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date.

(c) in the case of Cash Flow Statements, 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 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 forthe 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, the 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 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the Directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

The Annexure referred to in our report to the members of DSJ Communications Limited ("the Company") for the year ended 31st March 2014 we report that:

1. (a) There are no Fixed Assets in the Company, hence this clause does not apply to the company.

(b) As there are no Fixed Assets there is no question of physical verification of Fixed Assets.

(c) As there are no Fixed Assets there is no question of disposal of Fixed Assets during the year.

2. (a) The Company is in Service Industry. Accordingly it does not hold any physical inventory. Therefore, the provisions of clause (ii) of paragraph 4 of the order are not applicable to the company.

(b) As there are no stocks reporting under this clause does not apply.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has accepted loans during the period from the parties covered in the register maintained under section 301 of the Companies Act, 1956, According to the information and explanation provided by the Management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Act have been so entered. The Company has not granted any loans during the period to the parties covered in the register maintained underSection 301 of the Companies Act, 1956.

(b) Based on the information received and explanations given, as there are no loans granted, this clause does not apply.

(c) In view of closure of operations of the Company, Interest and Principal amount are not repaid regularly in respect of such loans.

(d) All loans are overdue as on the 31st March, 2014.

4. In our opinion and according to the information and explanations given to us, as there is no business operation reporting on internal control procedure does not apply.

5. The Company has not renewed/accepted any deposits from the public and shareholders covered under section 58A and 58AA of the Companies Act, 1956 and rules framed thereunder.

6. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

7. We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, in the respect of the Company's products.

8. (a) The Company is generally regular in depositing undisputed statutory dues with the appropriate authorities. We are informed that at the year end there were no overdue outstanding. Income Tax authorities have raised a demand of Rs. 39.27 lacs in respect of the assessment year 1995-1996, the same has been disputed by the Company and an appeal has been filed against the same.

(b) The Directorate of General of Foreign Trade (DGFT) Division has raised a claim on the Company for the imports made by them in the year 1994-1995 for an amount of Rs. 28,956, 965/- (Principal Rs. 1,33,86,476/-, InterestRs. 88,77,251/- and Penalty Rs. 66,93,238/-). The writ petition is pending with Delhi High Court.

(c) We are informed that there are no disputed dues to be deposited at various forums.

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

10. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

11. The accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The Company has incurred cash loss only during the preceding financial year but has not incurred any cash loss during the current financial year.

12. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments, the provision of clause (xiv) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

13. 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.

14. No Term loan was obtained during the period.

15. According to the information and explanation received, the Company has not applied short terms borrowings for long term use vice versa.

16. The Company has not made any preferential allotment of shares during the period.

17. The Company has not issued any debentures during the period.

18. The Company has not raised any money by the way of public issue during the period.

19. Based on the audit procedures performed and on the basis of 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 such case by the management.

For J. D. Jhaveri & Associates Chartered Accountants Firm Registration No. 111850W

Jatin Jhaveri Proprietor Membership No. 045072 Mumbai,29th May, 2014.