Auditor Report of Solitaire Investments Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of M/s SOLITARE INVESTMENTS COMPANY LIMITED (the "Company"), which comprise the Balance Sheet as at 31s* March, 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. 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 [referred to in sub-section (3C) of section 211 ofthe Companies Act, 1956'' of India (the "Act")] read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013]. 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

3. 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 and other applicable authoritative pronouncements 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.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 auditors consider 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 entity''s internal control. 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.

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

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit/ loss1 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

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 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 explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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) Hie 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 dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act/notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13,2013 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 31" March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditors'' Report

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of M/s SOLITARE INVESTMENTS COMPANY LIMITED on the financial statements as of and for the year ended March 31,20x4.

(i) In respect of the fixed assets:

(a) The company has only intangible assets i.e. computer software. Therefore, the provisions of Clause 4(ii) (a) & (b) of the said Order are not applicable to the Company.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year

(ii) The Company does not hold any inventory during the year ended 31** March, 2014. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanation given to us, the company has not granted/taken any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4(iii) fb), (c), (d), (f) & (g) of the said order not applicable to the Company.

(iv) 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 examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the said order is not applicable.

(vi) The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) The affairs of the company are conducted by the directors themselves. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of the cost records under section 209 (1) (d) of the Companies act, 1956 for any of the products of the company. Hence clause 4(viii) of the said order is not applicable.

(ix) (a) According to the information and explanations 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 tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

(xiii) As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company

(xvi) The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

(xvii) The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company

(xviii) 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 during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

(xxi) 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 explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Sanjay B Sharma & Co. Chartered Accountants

Sanjay B Sharma Proprietor Membership No. 042298

Place: Mumbai Date: 12th May, 2014.

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Mar 31, 2013

1) We have audited the attached Balance Sheet of M/s SOLITARE INVESTMENTS COMPANY LIMITED as at 315t March, 2013, and also the statement of Profit & Loss Account of the Company 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.

2) We conducted our audit in accordance with accounting 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 from 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 principle used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the said order

4) Further to our comments in the Annexure referred to in the paragraph 3 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 the audit;

b) in our opinion, proper books of account as required by the law have been kept by the company so far as appears from our examination of those books;

c) the Balance Sheet and the Statement of Profit & Loss dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet and the Statement of Profit & Loss dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) on the basis of written representations received from the Directors of the Company as on 31St March, 2013 and taken on record by the Board of Directors, we report that none of directors is disqualified as on 315t March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 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 give the information required by the Companies Act, 1956 in the manner so required and give a true and far view in conformity with accounting principles generally accepted in India :

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2013;

(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 Cash Flow Statement, of the cash flows for the year ended on that date

Annexure to the Auditors'' Report

Referred to in paragraph 3 of the Auditors'' Report of even date to the members of M/s SOLITARE INVESTMENTS COMPANY LIMITED on the financial statements for the year ended March 31, 2013

(ii) In respect of the fixed assets:

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

(b) The fixed assets of the company have been physically verified by the management during the period and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year

(ii) The Company does not hold any inventory during the year ended 31st March, 2013. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanation given to us, the company has not granted/taken any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4(iii) [(b), (c), (d), (f), & (g) of the said order not applicable to the Company.

(iv) 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 examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the said order is not applicable.

(vi) The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) The affairs of the company are conducted by the directors themselves. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of the cost records under section 209 (1) (d) of the Companies act, 1956 for any of the products of the company. Hence clause 4(viii) of the said order is not applicable.

(ix) (a) According to the information and explanations 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, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

(xiii) As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company

(xvi) The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

(xvii) The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company

(xviii) 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 during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

(xxi) 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 explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Sanjay B Sharma & Co. Chartered Accountants

Sanjay B Sharma Proprietor Membership No. 042298

Place: Mumbai

Date: 3rd September, 2013.

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Mar 31, 2011

We have audited the attached Balance Sheet o M/S. SOLITARE INVESTMENT COMPANY LIMITED as at 6th September, 2011, annexed thereto. These financial statements are the responsibility of the companies management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Accounting standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are true from material mis-statement.

An audit also include examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principle used and significant estimates made by the management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

I. As required by the Manufacturing and Other Companies (Auditors Report) Order , 1988 issued by the Company Law Board n terms of Section 227(4A) of the Companies Act, 1956 we enclose in the Annexure a Statement on the matters specified in paragraph 4 & 5 of the said order

II. Further to our comments in the Annexure referred to in paragraph (1) above, we state that :-

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

(b} In our opinion, proper books of accounts as required by law have been kept by the Company as appears from our examination of books of the Company.

(c) The Balance Sheer and the Profit & Loss Account referred to in this report are in agreement with the books of accounts,

(d) In our opinion the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956.

(e) Based on representations from the Directors of the Company and the information and explanations as made available. Directors of the Company do not prima-face have any disqualification as referred to in clause (g) of sub section (1) of section 274 of the Act.

(f) 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 a true and fair view :

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

(ii} In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

ANHEXURE TO THE AUDITOR'S REPORT SOLITAIRE INVESTMENT COMPANY LTD.

1. The Company has maintained proper records showing full particulars and situation of fixed assets. As explanation given to us, the management during the period has physically verified the fixed assets and no discrepancies were notified on such verification.

2. None of the fixed assets have been revalued during the year.

3. The company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 and from companies under the same management as defined under section 370 (IB) of the Companies Act 1956.

4. The company has not granted loans, secured or unsecured, to company, firms or other parties listed in the register maintained under section 30 J of the Companies Act, 1956, and to companies under the same management within the meaning of section 370 of the Companies Act 1956.

5. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and nature of its business.

6. Company has not accepted deposits from public.

7. Based on the test checks carried out by us and the information and explanations Sliven to us, no personal expenses have been charged to the profit and loss account.

8. The Provisions of Internal Audit System are not applicable to the Company.

9. The Company is not a Sick Industrial Company within the purview of the Sick Industrial Companies (Special Provisions) Act, 1985.

10. According to the information and explanations given to us, the Provident Fund Scheme & Employee's State Insurance act are not applicable to the Company.

11. According to the information and explanations given to us, the provisions of statute applicable to Chit Fund, Nidhi or Mutual Benefit Society does not apply to the company.

12. In our opinion and according to the information and explanations given to us proper records of Investment have been maintained for transactions and contracts and timely entries have been made therein. The investments were held by the Company in its own name.

13. As per the information and explanations given to us and to the best of our knowledge, the Central Government has not prescribed the maintenance of cost records under section 209(l)(d) of the companies Act, 1956 (1 of 1956) for the Company.

FOR SANJAY B. SHARMA & CO. CHARTERED ACCOUNTANT

Place : Mumbai

Date 6th September,2011 Sd/-

(SANJAY B. SHARMA) PROPRIETOR