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Auditor Report of Abhishek Infraventures Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ABHISHEK INFRAVENTURES LIMITED ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are Free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the Year ended 31 March 2015, we report that:

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii. a. According to the information and explanations given to us, the management has conducted physical verification of inventories at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventories are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

iv. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

v. The Company has not accepted any deposits from the public.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, duty of excise income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

d. According to the information and explanations given to us the company does not have any liability to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi. The Company did not have any term loans outstanding during the year.

xii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For M M REDDY & Co., Chartered Accountants Firm Registration No.010371S

(M Madhusudhana Reddy) Place: Hyderabad Partner Date : 25.04.2015 Membership No.213077


Mar 31, 2014

We have audited the accompanying financial statements of Abhishek Infraventures Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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.

Management's Responsibility for the Financial Statements

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 of Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 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.

Auditor's 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. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 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 for the purpose of our audit;

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

c. the Balance Sheet, the Statement of Profit and Loss, and the 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 the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 read with 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 March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditor's Report

(Referred to in Paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date to the members of M/s Abhishek Infraventures Limited )

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

(b) According to the information and explanations given to us, the management has conducted physical verification of assets during the year at reasonable intervals and no material discrepancy was noticed on such verification.

(c) The Company has not disposed off a substantial part of its fixed assets during the year.

(ii) (a) According to the information and explanations given to us, the management has conducted physical verification of inventories at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventories are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stocks and book records were not material in relation to the operations of the Company and have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clauses (b), (c) and (d) of clause 4 (iii) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly sub clauses (b), (c) and (d) of clause 4 (iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements that need to be entered in the register maintained under section 301 of the Act.

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of Clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act 1956.

(ix) (a) According to the information and explanations given to us, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of income tax/ Sales tax / custom tax / wealth tax / service tax / excise duty / cess which have not been deposited on account of any dispute.

(x) According to the information and explanation given to us, the accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) As the Company has neither taken any loan from a financial institution or bank nor issued debentures, the clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company.

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

(xiii) In our opinion, the Company is not a Chit fund/ Nidhi / Mutual benefit fund/ Society. Accordingly, the provisions of Clause 4 (xiii) of the Order are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us, the Company during the year has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the company has not obtained any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short term basis if any have, prima facie, not been used for long term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures; accordingly provisions of Clause 4(xix) of the Order are not applicable.

(xx) During the year covered by our audit, the Company has not raised any money by public issue.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For P.P.RAJU & CO Chartered Accountants Firm Registration No.010217S

Sd/- P.P.RAJU Hyderabad, Proprietor May 30, 2014 M. No. 212731


Mar 31, 2013

We have audited the accompanying financial statements of EXECUTIVE STOCK BROKING SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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.

Management's Responsibility for the Financial Statements

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 of the Companies Act, 1956 ("the Act").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.

Auditor's 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. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 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 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

d. in our opinion, the Balance Sheet, 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;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of M/s. Executive Stock Broking Services Limited)

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

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

(c) The company has not disposed off a substantial part of its fixed assets during the year.

(ii) (a) The company does not have any inventory. Therefore, the clause relating to physical verification of inventory at reasonable intervals by the management is not applicable.

(b) As the company does not have any inventory, the clause relating to procedures of physical verification of inventory followed by the management in relation to the size of the company and the nature of its business is not applicable.

(c) As the company does not have any inventory, the clause relating to maintenance of proper records of inventory and notice of any material discrepancy on physical verification is not applicable.

(iii) (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(c) Since the company has not granted any loans, the clause relating to regular receipt of the principal amount and interest is not applicable.

(d) Since the company has not granted any loans, the clause relating to overdue amount of more than Rupees One Lac is not applicable.

(e) The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) Since the company has not taken any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since the company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable.

(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, and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act.

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is not applicable.

(vi) The company has not accepted deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Act.

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income- tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations given to us, there are no dues of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth. The company has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) As the company has neither taken any loan from a financial institution or bank nor issued debentures, the clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company.

(xii) The company has not granted any loan or advance against the security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) Proper records have been maintained of the transactions and contracts of dealing in shares, securities, debentures and other investments held by the company and timely entries have been made therein. Shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, the company has not obtained any term loans.

(xvii) According to the information and explanations given to us, we report that no short term funds have been raised by the company.

(xviii) The company has not made any preferential allotment of shares during the period covered by our audit to the parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The company has not issued debentures during the period covered by our audit.

(xix) The company has not raised money by way of public issues during the period covered by our audit.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s RMA & Associates Chartered Accountants Firm Regn. No. 000978N

Sd/- (Pankaj Chander) Place: New Delhi partner Date: 30th May, 2013 M. No. 89065


Mar 31, 2012

1. We have audited the attached Balance Sheet of EXECUTIVE STOCK BROKING SERVICES LIMIT D as at 31st March, 2012 the Statement of Profit & Loss and the Cash flow statement of the Company for the year ended on that date annexed thereto. These financial statement is 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 Star ards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 principles used ar 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 (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said c der.

4. Further to our coments in the Annexure referred to in paragraph 3 above:

(a) We have obtained all the information and explanations, which to the best of our Knowiedge and belief were necessary for the purposes of our audit;

(b) In our op- on, proper books of account as required by law have been kept by the company so far as appears from our examination of such books;

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

(d) In our op Ion, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this report complies with the mandatory Accounting Standard referred in section 211 [3C] of the Companies Act, 1956,

(e) On the basis of written representations received from the directors as at 31 03.20 and taken on record by the Board of Directors, we report that none of the direc re are disqualified as on 31st March, 20' 2 from being appointed as directors 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 explan ions given to us, the said accounts give t the information required by the Companies Act, 1956, in the manner so required and give a true and fair 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, 2012 and

(ii) in the case of the Statement of Profit & Loss of the Company, of the profit of the company for the year ended or that date ;

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

(Referred to in paragraph 3 of our report of even date to the members of M/s. Executive Stock Broking Services Limited)

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

(b) These
(c) The cc party has not disposed off a substantial part of its fixed assets during the year,

(a) The company does not have any inventory. Therefore, the clause relating to physical verification of inventory at reasonable intervals by the management is not applicable.

(b) As the company does not have any inventory, the clause relating to procedures of physical verification of inventory followed by the management in relation to the size of the company and the nature of its business s not applicable.

(c) As the company does not have any inventory, the clause relating to maintenance of proper records of inventory and notice of any maiterial discrepancy on physical verification is not applicable.

(iii) (a) The Company has not granted any loans, secure! or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act,

(b) Since the company has not granted any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(c) Since the company has not granted any loans, the clause relating to regular receipt of the principal amount and interest is not applicable.

(d) Since he company has not granted any loans, he clause relating to overdue amount of more than Rupees One Lac is not applicable.

(e) The company has not taken any loans, secured or unsecured, from companies, firms other parties covered in the register maintained under section 301 of the Act.

(f) Since the company has not taken any loans, secu ed or unsecured, as above the clause elating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since he company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable.

(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, and for the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act,

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transitions at prices which are reasonsble having regard to the prevailing market prices at the relevant time is not applicable.

(vi) The company has not accepted deposits from the public within the meaning of Section 58A 58AA or any other relevant provisions of the Act,

(vii) In our opinion, the company has an internal audit system commensurate with its size and nature of its busiess.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act.

(ix) (a) Undisputed statutory dues including provident find, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth rax, service ax. custom duty, excise duty, cess and any other statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations givein to us, there are no dues of income tax / sales tax / wealth tax / service tax / custom duty / excise duty / cess which have not been deposited on account of any dispute.

(x) The accumulate losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth. The company has not incurred cash losses in the finanicial year and in the immediately preceding financial year.

(xi) As the compan nas neither taken any loan from a financial institution or bank nor issued debentures, the :clause relating to repayment of dues to a financial institution or bank or debenture holders is not applicable to the company,

(xii) The company has not granted any loan or advance against the security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the povisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) Proper records have been maintained of the transaction and contracts of dealing in shares, securities debentures and other investments held by the company and timely entries have been made therein. Shares securities, debentures and other investments have been held y the company in its own name except to he extent of the exemption, if any, granted under section 49 of the Act

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us, he company has not obtained any term loans

(xvii) According to the information and explanations given to us we report that no short term funds have been raised by the company.

(xviii) The company as not made any preferential allotment of shares during the period covered by our audit to the parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The company has s not issued debentures during the period covered by our audit

(xx) The company has s not raised money by way of public issues during the period covered by our audit.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. RMA & Associates Chartered Accountants Firm No. 000978N

Pankaj Chander Place: New Delhi Partner Dated: 27th August, 2012 M No. 89065


Mar 31, 2011

1. We have audited the attached Balance Sheet of EXECUTIVE STOCK BROKING SERVICES LI MITED as at 31March, 2011, the Profit & loss Account 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 Comnany's management Our responsibility to express an opinion on these financial statements based on our audit

2. We Conducts 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 misstatement An audit include examining, on a best basis, evidence supporting the amounts and disclosures in he financial statements. An audit also includes assessing the accounting principles use 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 (Auditors' Report) Order, 2003 issued by the Central 3. Government India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement or the matters specified in paragraphs A and 5 of the said order.

4 Further to our comments in the Annexure referred to in paragraph 3 above

(a) We have Obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit,

(b) In Our opinion, proper books of account as required by law have been kept by the company so far as appears from cur examination of such books.

(c) The balance Sheet, me Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit & Loss account and the Cash Flow Statement dealt with by this report complies with the mandatory Accounting Standards referred in section 211 [3C] of the Companies Act, 1956;

(e) On the basis of written representations receiver from the directors as at 31.0 2011 and taken on record by the Board of Directors, wo report that none of the rectors are disqualified as on 31st March, 2011 from being appointed as directors 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, 1953. In the manner so required and give a true and fair 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, 2011 and

(ii) in the case of the Profit & Loss Account of the Company, 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 of the company for the year ended on that date.

(Referred to in paragraph 3 of our report of even date to the members of M/s. Executive Stock Broking Services Limited)

(i) (a) The company is maintaining proper records showing full particulars including quantitive details and situation of fixed assets.

(b) These fixed assets have been physically verified at reasonable intervals by the

(b) management and no material discrepancy was noticed on such verification.

(c) The company has not disposed off a substantial part of its fixed assets during the year

(ii) (a) The company doss not have any inventory. There ore, the clause relating to (ii) physical verification of inventory at reasonable intervals by the management is not applicable,

(b) As the company does not have any inventory, the cause relating to Procedures

(b) of physical verification of inventory followed by the nr management in relation to the size of the company and the nature of its business Is not applicable.

(c) as the company does not have any Inventory, the clause relating to maintenance of proper records of Inventory and notice of any material discrepancy on physical verification is not applicable

(iii) (a) The company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under section 301 of the Act

(b) Since the company has not granted any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable,

(c) Since the company has not granted any loans, the clause relating to regular rec pt of the principal amount and interest is not applicable.

(d) Since the company has not granted any loans, the clause relating to overdue amount of more than Rupees One Lac is not applicable,

(e)The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act

(f) Since the company has not taken any loans, secured or unsecured, as above the clause relating to rate of interest and other terms and conditions of such loans is not applicable.

(g) Since the company has not taken any loans, the clause relating to regular payment of the principal amount and interest is not applicable

(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 ana the nature of its business, and for the sale of services. During (the course of our audit, we have not observed any continuing failure to correct major weeknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion - that the company has not entered into any contract or arrangement that need to be entered in the register maintained in pursuance of section 301 of the Act.

(b) Since the company has not entered into any such transactions during the financial year, the clause relating to such transactions at prices which are reasonable having regard to the prevailing market prices at the relevant time is hot applicable

(vi) The company has not accepted deposits from the public within the meaning of Section 68A, 63AA or any other relevant provisions of the Act,

(vii) In our opinion the company has an internal-audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by (hr Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues if applicable to it have been regularly deposited by the company with the appropriate authorities during the year.

(b) According to the information and explanations giver to us, there are no dues of income tax / sales tax I wealth tax /service tax / custom duty / excise duty / cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company at the end of the financial year covered by our audit do not exceed fifty percent of its net worth. The company has not incurred cash losses in the financial year and in the immediately preceding financial year

(xi) As the company has neither taken any loan from a financial institution or bank nor issued debentures, the clause relating to repayment of dues to a financial Institution or bank or debenture holders is not applicable to the company.

(xii) The company has not granted any to an or advance against the security by way of pledge of shares, debentures and other securities.

(xiii) in our opinion the company is not a chit fund or a nidhi / mutual benefit fund / society * Therefore, the provisions of clause 4 (will) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

(xiv) Proper records have been maintained of the transactions and contracts of dealing in shares, securities. debentures and other investments held by the company and timely entries have been triads therein. Shares, securities, debentures and other investments have been held by the company In its own name except to the extent of the exemption if any. granted under icier section 49 of the Act.

(XV) According to the information and explanations given to us, the company has not given any gurantee or loans taken by others from banl or financial institutions

(xvi) According to the information and explanations given to US. the company has not obtained any term loans.

(xvii) According to the information and explanations given to us, we report that no short term funds have been raised by the company.

(xviii) The company has not made any preferential allotment of shares during the period covered byour audit to the parties and companies covered to the Register maintained under section 301 of the Act.

(xix) The company has not Issued debentures during the period covered by our audit.

(xx) The company has not raised money by way of public Issues during the period covered by our audit

(xxi) According to e information and explanations given to us. no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s. RMA & Associates Chartered Accountants Firm No, 000978N

Pankaj Chander Place: New Delhi Partner Dated: 1st September, 2011 M.No.89065

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