Auditor Report of DSJ Keep Learning Ltd.

Mar 31, 2024

We have audited the standalone financial statements of M/s. DSJ Keep Learning Limited (Formerly Known as DSJ Communications Limited) (“the Company”), which comprise the balance sheet as at 31^st March 2024, and the statement of Profit and Loss (Including Other Comprehensive Income), Statement of changes in Equity and Statement of Cash flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the ”Act”) in the manner so required and give a true and fair view, in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended (“Ind As”) and the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Key Audit Matter	How the matter was addressed in our audit
Adoption of IND-AS 116, “Leases”
As described in note no. 1(h) to the standalone financial statements, the Company has adopted IND AS 116 Leases (Ind-AS 116). The application of this accounting standard is an area of focus in our audit since the company has a couple of leases with different contract terms. Ind-As 116 introduces a new lease accounting model, wherein a lessee is required to recognize a right-of-use (RoU) asset and a lease liability arising from a lease on the balance sheet. The lease liabilities are initially measured by discounting future lease payment during the lease term as per the contract/arrangement. Adoption of the standard involves significant judgement & estimates including determination of the discount rates.	Our audit procedures on compliance with Ind AS 116 include: - Assessed the Company''s evaluation on the identification of leases based on the contractual agreements; - Assessed the reasonableness of the discount rates applied in determining the lease liabilities. - Tested completeness of the lease data by reconciling the Company''s operating lease commitments to data used in computing RoU asset and the lease liabilities. - Assessed and tested the presentation and disclosures relating to Ind-As 116 including disclosures relating to transaction.

Information other than the financial statements and Auditor''s report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon. The Company''s annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit reports of other auditors,

we conclude that there is a material misstatement of this other information, we are required to report that fact.

Responsibilities of Management and Those Charged with Governance for the Standalone 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, changes in equity 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. 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.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality & qualitative factors in (i) planning the scope of our audit and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements

of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 in so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit & Auditors) Rule, 2014;

c. The standalone Balance Sheet, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Cash Flows and the standalone Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereunder.

e. On the basis of the written representations received from the directors as on 31^st March, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”

h. With respect to the matter to be included in the Auditor''s Report under section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act. The remuneration paid to any director is not in excess of the limits laid down under Section 197 read with Schedule V of the Act.

i. 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, as amended, 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 has not been any occasion in case of the Company during the year under report to transfer any sums to the to the Investor Education and Protection Fund. Thus, the question of delay in transferring such sums does not arise.

(iv) (a) The Management has represented that, to the

best of it''s knowledge and belief, as disclosed in the note no. 41 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the note no. 41 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or

on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) of Rule 11(e), as provided under (a) & (b) above, contain any material misstatement.

(v) The company has neither declared nor paid any dividend during the year. Hence comments as required under Clause 11(f) of the Companies (Audit & Auditors) Rules, 2014 have not been given

(vi) The reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014 is applicable from 1^st April, 2023

Based on our examination which included test checks, except for the instances as mentioned below, the company has used accounting software for maintaining its books of account which has a

feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

(a) The feature of recording audit trail (edit log) facility was not enabled in the accounting software for the period from 1^st April, 2023 to 10^th April, 2023.

Further, for the periods after the audit trail (edit log) facility was enabled and operated throughout the year for the accounting software, during the course of our audit, we did not come across any instance of audit trail feature being tampered with once it was implemented.

For Jayesh Dadia & Associates LLP Chartered Accountants Firm''s Registration No. 121142W / W100122

Rahil Dadia Partner

Membership No. 143181

Place of Signature: Mumbai Date: 30^th May, 2024 UDIN: 24143181BKDFLT7071

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Mar 31, 2014

We have audited the accompanying financial statements of DSJ Communication Limited ("the Company"), which comprise the Balance Sheet as at 31st March ,2014, the Statement of Profit and Loss and Cash Flow Statement of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

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.

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Mar 31, 2013

1. We have audited the attached Balance Sheet of DSJ Communications Limited as at March 31, 2013, and also the Statement of Profit and Loss and Cash Flow Statement 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 auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

3. As required by the Companies (Audit Report) Order 2003 as amended issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further our comments in the Annexure referred to in above paragraphs, 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) The Company has not carried out any business operation during year.

c) 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 the books of the Company;

d) 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 accounts;

e) In our opinion, the Balance Sheet, the 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 the Section 211 of the Companies Act, 1956.

f) On the basis of written representations received from the directors of the Company as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

g) 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 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 loss for the year ended on that date and

c. 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 paragraphs 3 of the Report of even date:

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state 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 period.

2. (a) There are no Inventories during the year, hence reporting under this clause does not apply. (b) As there are no stocks reporting under this clause does not apply.

3. (a) As informed to us, 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 under section 301 of the Companies Act, 1956.

(b) Based on the information received and the 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 March 31, 2013.

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 accepted any deposits falling under the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under, during the period under review.

6. We are informed that the Company has no internal audit system commensurate with the size and 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 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 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. 13386476/-, Interest- Rs. 8,877,251/- 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. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) ''the of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

11. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause (xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

12. The Company has not given any guarantees during the period.

13. No term loan was obtained during the period.

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

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

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

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

18. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For M/s. S. V. Navalkar & Associates

Chartered Accountants

(FRN: 106981W)

S. V. Navalkar

Proprietor

Membership No. 40433

Place: Mumbai

Date: May 29, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of DSJ Communications Limited as at March 31, 2012 and the statement of Profit and Loss and the Cash Flow Statement 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 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

3. As required by the Companies (Audit Report) Order 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further our comments in the Annexure referred to in above paragraphs, 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) The Company has not carried out any business operation during year.

c) 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 the books of the Company;

d) The Balance Sheet, Statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of accounts;

e) 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 subsection (3C) of the Section 211 of the Companies Act, 1956.

f) On the basis of written representations received from the directors of the Company as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012, from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

g) 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 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, 2012.

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

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

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraphs 3 of the Report of even date

Re: DSJ Communications Limited ("the Company")

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 period.

2. (a) There are no Inventories during the year, hence reporting under this clause does not apply.

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

3. (a) As informed to us, the Company has accepted loans during the period from the parties covered in the register maintained under section 301 of the Companies act, 1956. We are of the opinion that particulars of contracts or arrangements referred to in section 301 of the Act that needs to be entered into the register required to be maintained under Section 301 have not been so entered. The Company has not granted any loans during the period to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Based on the information received and the 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 March 31, 2012.

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

5. The Company has not accepted any deposits falling under the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under, during the period under review.

6. We are inform that the Company has no internal audit system commensurate with the size and 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 (I) (d) of the Companies Act, 1956, in 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. 37.98 lacs in respect of the Assessment year 95-96, the same has been disputed by the Company and an appeal has been filed against the same.

(b) 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. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions. of clause 4(xiii) 'the of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

11. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause(xiv) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

13. The Company has not given any guarantees during the period.

14. No term loan was obtained during the period.

15. According to the information and explanations received, the Company has not applied short terms borrowings for long term use and 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 way of public issue during the period.

19. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For S. V. Navalkar & Associates Chartered Accountants (FRN: 106981W)

S. V. Navalkar Proprietor M. No. 40433

Place : Mumbai Date : August 31, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of DSJ Communications Ltd as at 31st March, 2011 and the Profit& Loss Account of the company for the period ended on that date, annexed thereto and report that:

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sec.227 (4-A) of the Companies Act, 1956 we enclose in the Annexure, a statement on the matters specified in the paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

(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 the law have been kept by the company, so far as appears from our examination of these books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

(d) In Our opinion the Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standard referred to in the sub section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(e) On the basis of written representations received from the Directors of the Company as at 31st March, 2011 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the company under 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 subject to Note No. 5 (c) of the Notes to accounts, regarding provision for fluctuation in value of investments and Provision of deferred tax liability / tax assets, 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011

(ii) in the case of the Profit and Loss Account, of the Profit of the company for the period ended 31sl March, 2011

iii) In the case of Cash flows Statement, of the Cash Flow for the period ended on that date.

ANNEXURE REFERRED IN PARAGRAPH 1 OF THE AUDITORS TO THE MEMBERS OF COMMUNICATION LIMITED FOR THE YEAR ENDED 31ST MARCH 2011

1(a) The company has maintained proper records showing full particulars quantitative details and location of the fixed Assets.

(b) There is a regular of physical verification, which in our opinion is reasonable having regard to the company and the nature of fixed assets. Material discrepancies have been noticed in respect of the assets physical verified during the period.

(c) The Company has not disposed off written off sustained part of fixed assets during the period.

(d) There are no inventories during the year hence reporting under this clauses does not apply.

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

3.(a) The company has not accepted loans during the period from the parties covered in the register maintained under section 301 of the companies act, 1956. The company has not granted any loans during the period to the parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) Based on the information received and the explanations given, the rate of interest and the terms and conditions of loans granted is prima face not prejudicial to the interest of the company.

(c) In view of closure of operations of the company Interest amount are to repaid regularly in respect of such loans.

(d) All loans are overdue as on the 31/03/2011.

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 with regard to purchase of stores raw material, Including accompaniments packing materials plant machinery, equipment and other assets and with regard to sale of goods there is no major weakness in the internal control procedures.

5. Company has not entered unto any transaction with any parties covered under section 301 of the companies Act, 1956.

6. Company has not accepted any deposits falling under the provisions of section 58A and 58A of the companies Act, 1956 and the rules made under during the period under review.

7. In our opinion the company has an internal audit systems commensurate with rage size and nature of its business However these reports are not made available for our review.

8. We are informed that the maintenance of cost records has not been prescribed by the central Government under section 29 (1) of the companies Act, 1956 in respect of the company products.

9. (a) The company is generally regular in depositing undisputed statutory dues with the appropriated authorities At the year there were no overdue outstanding Income Tax authorities have raised a demand of Rs. 37.98 laces in respect of the assessment year 95-96 the same been disputed by the company and an appeal has been filed against the same.

(B) There are no disputed dues to be deposited at various forums.

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

11. As the company is not a chit fund nidhi, mutual benefit fund or society the provisions. of clause 49xill) the of companies (Auditors Report) Order, 2003 are not applicable to the company.

12. As the company is not dealing or trading in shares securities debentures and other investments the provisions of clause Z(xiv) of the companies (Auditors Report) Order 2003 is not applicable to the company.

13. The Company has not given any guarantees during the period.

14. No term loan was obtained during the period.

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 way of public issue during the period.

19. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For S. V. Navalkar & Associates

Chartered Accountants

S. V. Navalkar

Proprietor

M.N. 40433

Place : Mumbai

Date SEP 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of DSJ Communications Ltd as at 31st March, 2010 and the Profit& Loss Account of the company for the period ended on that date, annexed thereto and report that:

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sec.227 (4-A) of the Companies Act, 1956 we enclose in the Annexure, a statement on the matters specified in the paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

(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 the law have been kept by the company, so far as appears from our examination of these books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

(d) In Our opinion the Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standard referred to in the sub section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(e) On the basis of written representations received from the Directors of the Company as at 31st March, 2008 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the company under 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 subject to Note No. 5 (c) of the Notes to accounts, regarding provision for fluctuation in value of investments and Provision of deferred tax liability / tax assets, 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2010

(ii) in the case of the Profit and Loss Account, of the Profit of the company for the period ended 31st March, 2010

(iii) In the case of Cash Flows Statement, of the Cash Flow for the period ended on that date.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and location of the Fixed Assets.

(b) There is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the period.

(c) The Company has not disposed off/written off substantial part of fixed assets during the period.

2. (a) There are no Inventories during the year, hence reporting under this clause does not apply.

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

3 (a) The Company has not accepted loans during the period from the parties covered in the register maintained under section 301 of the Companies act, 1956. The Company has not granted any loans during the period to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Based on the information received and the explanations given, the rate of interest and the terms and conditions of loan granted is prima facie not prejudicial to the interest of the Company.

(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 31/03/2010.

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 with regard to purchase of stores, raw material, including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods. There is no major weakness in the internal control procedures.

5. Company has not entered into any transaction with any parties covered under section 301 of the Companies Act, 1956.

6. Company has not accepted any deposits falling under the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under, during the period under review.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. However, these reports are not made available for our review.

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

9(a) The Company is generally regular in depositing undisputed statutory dues with the appropriate authorities. At the year end there were no Overdue outstanding. Income Tax authorities have raised a demand of Rs 37.98 laces in respect of the Assessment year 95-96 the same has been disputed by the Company and an appeal has been filed against the same.

(b) There are no disputed dues to be deposited at various forums.

10 The Company's commercial operations are closed as on date and 100% net -worth has been eroded as per the balance sheet as on 31/03/2008. A reference has already been made to BIFR in this regard, As per order dated 26/09/02, the BIFR has dismissed the reference filed by the Company. Company has preferred an appeal to the AAIFR against the same which is registered under Sr. No. 369/02.

11 Due to closure of commercial operations, there has been a default in repayment of dues to all financial institutions, banks and suppliers.

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

As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions, of clause 4i iii) 'the of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14 As the Company is not dealing or trading in shares, securities, debentures and other investments, to the provision of clause (xiv) of the Companies (Auditor's Report) Order, 2003 is not applicable to the 3 Company.

15 The Company has not given any guarantees during the period.

16 No term loan was obtained during the period.

17 According to the information and explanations received, the Company has not applied short terms A narrowing for long term use and vice versa.

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

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

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

Based upon the audit procedures performed and on the basis of information and explanations 1 provided by the management, we report that no fraud on or by the company has been noticed or in ported during the course of our audit.

For S. V. Navalkar & Associates

Chartered Accountants

S. V. Navalkar Proprietor

M. No. 40433