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Auditor Report of Almondz Global Securities Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

To the members of

Almondz Global Securities Limited

Report on Standalone Financial Statements

We have audited the accompanying standalone financial statements of Almondz Global Securities Limited (“the company”), which comprises the Balance Sheet as at 31st March, 2016, 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 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 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 responsibilities 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and Rules made there under and the Order under Section 143(11) of the Act.

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 financial statements.

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 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 31st March, 2016 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 (Auditors'' Report) Order, 2016 (‘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'' a statement on the matters specified in the paragraph 3 and 4 of the Order.

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 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 it appears from our examination of those books;

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

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

(e) on the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

(f) 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''; and

(g) With respect to the other matters to be included in Auditors'' 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 explanation given to us:

(i) There are no pending litigations affecting financial position hence no disclosure is required to be made.

(ii) There are no long term contracts including derivatives contracts hence no provision is required to be made.

(iii) The clause is not applicable as there is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to an Independent Auditors'' Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2016, we report that:

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

(b) As explained to us, all the fixed assets have been physically verified by the management in accordance with a regular program, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification with respect records of books.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Company has conducted verification of stock-in-trade comprising shares, bonds and other securities at reasonable intervals. As informed to us by management no material discrepancies were noted on such verification.

iii) The Company has granted loans to five bodies corporate (details of which given here-in-under) which are covered in the registered maintained under section 189 of the Companies Act, 2013:

(Amount in Rs.)

S.No.

Name of Parties

Opening

Balance

Loan Given During the year

Maximum

Amount

Outstanding

Closing Balance as on 31/03/2016

1

Skiffle Healthcare Services Limited

3,08,00,000

1,66,50,000

4,64,50,000

—

2

Almondz Global Infra-Consultant Limited

33,00,000

4,31,10,000

2,16,00,000

1,20,00,000

3

Almondz Finanz Limited

—

37,91,00,000

8,75,00,000

2,40,00,000

4

Almondz Wealth Advisors Limited

—

94,50,000

62,50,000

5,00,000

5

North Square Projects Private Limited

—

2,12,00,000

1,71,00,000

46,00,000

(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the Company.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information given to us, the Company has not accepted any deposits from the public.

(vi) The provisions of Section 148(1) of the Companies Act, 2013 regarding maintenance of cost records are not applicable to the Company.

(vii) (a) According to the information and explanations given to us, in respect of statutory dues :

The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(viii) According to information and explanations given to us, the Company has not defaulted in repayment of dues to bank and financial institutions.

(b) Details of dues of Income Tax and Service Tax which have not been deposited as at 31st March, 2016 on account of dispute are given below :

Name of the statue

Nature of due

Amount

(Rs.)

Assessment year to which amount relates

Forum where dispute is pending

The Finance Act, 2000

Service Tax

64,44,100

2008-2010

Additional Commissioner, Service Tax, New Delhi

The Finance Act, 2000

Service Tax

12,72,868

2006-2010

Additional Commissioner, Service Tax, New Delhi

The Income Tax Act, 1961

Income Tax

35,14,390

2008-2009

Commission of Income Tax (Appeal)

(ix) The clause is not applicable, since the company has not raised any money by way of initial public offer or further public offer or by way of term loan during the year.

(x) Based on the audit procedures performed and according to the information and explanations given to us, no fraud by the company or any fraud on the Company by its officer or employee has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) This clause is not applicable, since Company is not a Nidhi Company.

(xiii) According to information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013, where applicable, and the details have been disclosed in the Financial

Statements etc., as required by the applicable accounting standards.

(xiv) This clause is not applicable, since company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) According to information and explanations given to us, company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

We have audited the internal financial controls over financial reporting of Almondz Global Securities Limited (‘the Company'') as at 31 March 2016 in conjunction with our audit of financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The management of the company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note'') issued by the Institute of Chartered Accountants of India (‘the ICAI'')”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing (‘the Standards''), and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s Internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s Internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For AVK & ASSOCIATES

Chartered Accountants

Firm Registration No. 002638N

Parul Gupta

Place : New Delhi Partner

Dated : 25 May, 2016 Membership No. 095539


Mar 31, 2014

We have audited the accompanying financial statements of Almondz Global Securities Limited ("the company"), which comprises the Balance Sheet as at 31st March, 2014, 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.

2. Management''s Responsibility for the Financial Statements

The company''s management is responsible for 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 13 September, 2013 of 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 & presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 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 basis for our audit opinion.

4. Opinion

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

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

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

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

5. Emphasis of Matter

Without qualifying our report, attention is drawn to note no. 2.31 to the financial statements. In relation to the two of the merchant banking assignments undertaken by the Company, the Securities Exchange Board of India (''SEBI'') has prohibited the Company for five years from the date of interim order from taking up any new assignments or involvement in any new issue of capital including an IPO, follow on issue etc. or involvement in buy back of securities under SEBI (Buy-Back of Securities) Regulations, 1998, open offers under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and delisting of securities under the SEBI (Delisting of Equity Shares) Regulations, 2009 and suspended the certificate of registration of the company with SEBI under Securities and Exchange Board of India (Merchant Bankers) Regulation, 1992 for a period of six months from 3 March, 2014. The company has filed / in process of filing appeals with designated authorities. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained and therefore, no provisions for any liability or any other adjustments that might be required has not been recognised in the financial statements.

6. Report on other Legal and Regulatory Matters

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in the said 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, 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act(which continue to be applicable in respect of Section 133 of the Companies, Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs.)

(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 referred to in paragraph 6 of the Independent Auditor''s Report to the Members of Almondz Global Securities Limited on the accounts for the year ended 31st March, 2014.

1. (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 all fixed assets are verified every year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The Company has conducted verification of stock-in- trade comprising shares, bonds and other securities at reasonable intervals. As informed to us by the management no material discrepancies were noted on such verification.

(b) The procedures for verification of stock-in-trade followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records in respect of stock-in-trade.

3. (a) The Company has given unsecured loans to three Companies listed in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 367,906,512/- and the year end balance of the loans was Rs. 353,760,207/-.

(b) In view of above and according to information and explanations given to us, we are of the opinion that the terms and conditions of loan granted by the Company are not, prima facie, prejudicial to the interests of the Company.

(c) In the case of loans granted to the Companies listed in the register maintained under Section 301 of the Act, the borrowers have been regular in paying the interest as stipulated in the agreements. The loans are repayable at mutually agreed date between the Company and the borrowers. The repayments have been made by the borrowers as and when stipulated.

(d) The Company has not taken any loan secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventories (goods) and sale of goods. We have not observed any material weaknesses in the internal control system during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained under the said section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lac with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Act for any of the business activities carried on by the Company.

9. (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, amounts deducted /accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees'' State Insurance, Service Tax, Income Tax, Sale Tax, Wealth Tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Excise duty and Customs duty. No amount of unpaid dividend as at 31 March 2014 was due to be deposited in Investor Education and Protection Fund during the year ended 31 March 2014.

According to the information and explanations given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, Provident Fund, Employees'' State Insurance, Service Tax, Income tax, Sales Tax, Wealth Tax, and other material statutory dues were in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income-tax and Service tax have not been deposited by the Company on account of disputes.

Name of the statue Nature of Amount Assessment year dues (Rs.) to which amount relates

The Finance Act, Service Tax 6,444,100 2008 -2010 2000

The Finance Act, Service Tax 1,272,868 2006 -2010 2000

The Income Tax Act, Income Tax 4,054,709 2006 - 2007 1961

The Income Tax Act, Income Tax 2,723,937 2007 - 2008 1961

The Income Tax Act, Income Tax 4,410,300 2008 -2009 1961

Name of the statue Forum where dispute is pending

The Finance Act, 2000 Additional Commissioner, Service Tax, New Delhi

The Finance Act, 2000 Additional Commissioner, Service Tax, New Delhi

The Income Tax Act 1961 Income Tax Appellate Tribunal - Delhi Bench

The Income Tax Act 1961 Income Tax Appellate Tribunal - Delhi Bench

The Income Tax Act 1961 Additional Commissioner of Income Tax (TDS), New Delhi

10. 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.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the bankers and financial institutions. The Company did not have any outstanding debentures during the year.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund nor nidhi / mutual benefit fund /society.

14. According to the information and explanations given to us, the Company has maintained proper records of the transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made. Further, such securities and investments have been held by the company in it''s own name except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue.

21. 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 AVK & ASSOCIATES Chartered Accountants Firm Registration No. 002638N

Parul Gupta Place : Delhi Partner Dated : 27 May, 2014 Membership No. 095539


Mar 31, 2012

We have audited the attached Balance Sheet of Almondz Global Securities Limited ('the Company') as at 31 March 2012, 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.

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 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 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.

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

Further to our comments in the Annexure referred to above, we report that :

(i) 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;

(ii) 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;

(iii) 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;

(iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Act;

(v) on the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors were disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(vi) Without qualifying our audit report, we draw attention to note 2.30 to the financial statements. In relation to two of the merchant banking assignments executed by the Company, the Securities and Exchange Board of India passed ex-parte interim orders prohibiting the Company from taking up any new assignment or involvement in any new issue of capital including initial public offerings, follow-on issue and etcetera from the securities market. The Company has filed its responses and the matter is currently being considered by the Securities and Exchange Board of India. The ultimate outcome of the matter can not presently be determined, and no provision for any liability that may result has been made in the financial statements.

(vii) 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 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 31 March 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 the Cash Flow Statement, of the cash flows for the year ended on that date;

Annexure to the Auditors' Report

(Referred to in our report of even date)

1. (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 all fixed assets are verified every year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The Company has conducted verification of stock-in- trade comprising shares, bonds and other securities at reasonable intervals. As informed to us management, no material discrepancies were noted on such verification.

(b) The procedures for the verification of stock-in-trade followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records in respect of stock-in-trade.

3. (a) The Company has given unsecured loans to three Companies listed in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 389,036,877 and the year- end balance of loan was Rs. 242,800,000. During the year, the Company has not granted any loan to any other party or firm covered in the register maintained under section 301 of the Act.

(b) In view of above and according to information and explanations given to us, we are of the opinion that the terms and conditions of loan granted by the Company are not, prima facie, prejudicial to the interests of the Company.

(c) In the case of loans granted to the Companies listed in the register maintained under Section 301 of the Act, the borrowers have been regular in paying the interest as stipulated in the agreements. The loans are repayable at a mutually agreed date between the Company and the borrower. The repayments have been made by the borrowers as and when stipulated.

(d) The Company has not taken any loan secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventories (goods) and sale of goods. We have not observed any material weaknesses in the internal control system during the course of our audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lac with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Act for any of the business activities carried on by the Company.

9. (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, Service tax, Income-tax, Sales-tax, Wealth tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Excise duty and Custom duty. No amount of unpaid dividend as at 31 March 2012 was due to be deposited in Investor Education and Protection Fund during the year ended 31 March 2012.

According to the information and explanations given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, Provident Fund, Employees' State Insurance, Service tax, Income-tax, Sales-tax, Wealth tax and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income-tax and Service tax have not been deposited by the Company on account of disputes.

Name of the statue Nature of Amount dues (Rs.)

The Finance Act, Service tax 3,221,550 2000

The Finance Act, Service tax 1,272,868 2000

The Income-tax Act, Income tax 4,054,709 1961

The Income - tax Act, Income tax 2,723,937 1961

The Income-tax Act, Income tax 3,137,010 1961

Name of the Statute Assessment year Forum where dispute is to which amount pending relates

The Finance Act,2000 2008 -2010 Additional Commissioner, Service tax, New Delhi

The Finance Act,2000 2006 -2010 Additional Commissioner, Service tax, New Delhi

The Income-tax Act,1961 2006 - 2007 Income Tax Appellate Tribunal - Delhi Bench

The Income-tax Act,1961 2007 - 2008 Income Tax Appellate Tribunal - Delhi Bench

The Income-tax Act,1961 2008 - 2009 Additional Commissioner of Income Tax (TDS), New Delhi

10. The Company does not have 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.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers and financial institutions. The Company did not have any outstanding debentures during the year.

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.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi/mutual benefit fund/society.

14. According to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made. Further, such securities and investments have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Companies Act, 1956.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. According to the information and explanations given to us, the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. The Company did not have outstanding debentures during the year.

20. The Company has not raised any money by public issues.

21. 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 B S R & Co.

Chartered Accountants

Firm Registration No. 101248W

Jiten Chopra

Place : Gurgaon Partner

Date : 30 May 2012 Membership No. 092894


Mar 31, 2010

We have audited the attached Balance Sheet of Almondz Global Securities Limited (the Company) as at 31 March 2010, the Profit and 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 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.

As required by the Companies (Auditors Report) Order, 2003 (Order), 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 Order.

Further to our comments in the Annexure referred to above, we report that :

(i) 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;

(ii) 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;

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

(iv) in our opinion, proper books of account and records as specified in Rule 15 of the Securities Contracts (Regulation) Rules, 1957 have been kept by the Company in so far as it appears from the examination of such books;

(v) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(vi) on the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors were disqualified as on 31 March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vii) The remuneration paid by the Company to its directors during the year ended 31 March 2008 exceeded the limits specified in Section 309 of the Companies Act, 1956. The excess remuneration amounted to Rs. 64.22 lakhs. Payment of remuneration in excess of limits specified in section 309 required prior approval of the Central Government. The audit report on the financial statements for the year ended 31 March 2008 and 31 March 2009 were qualified to this effect. The Company has made an application to the Central Government for waiver of recovery of remuneration paid in excess of limits specified in section 309 for the year ended 31 March 2008. As explained to us, pending response from the Central Government the final outcome of the matter cannot presently be determined; and

(viii) Subject to our observations in paragraph (vii) above the effect of which is not ascertainable, 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 31 March 2010;

(b) in the case of the Profit and Loss Account, 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;

(ix) The Company has complied with the requirements of Bombay Stock Exchange Limited (BSEL) and the National Stock Exchange of India Limited (NSEIL) in so far as they relate to maintenance of accounts and to the best of our knowledge and belief, was regular in submitting the required accounting information to the respective stock exchanges; and

(x) The Company has complied with the requirements of the derivatives segment of the BSEL and the NSEIL in so far as they relate to maintenance of accounts and was regular in submitting the required accounting information to the derivatives segment of the exchange.

Annexure to the Auditors Report (Referred to in our report of even date)

1. (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 all fixed assets are verified every year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) The Company has conducted a physical verification of

stock-in-trade by actual inspection or on the basis of statement received from depository participants in respect of shares held as stock-in-trade at reasonable intervals.

(b) The procedures for the physical verification of stock- in-trade followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records in respect of stock-in-trade. No discrepancies have been noticed on physical verification of stock.

3. (a) The Company has given an unsecured loan to Almondz

Finanz Limited (a subsidiary of the company) which is a company listed in the register maintained under section 301 of the Companies Act,1956; for the purpose of furthering the interests of the Company and has been duly approved by the Board of Directors of the Company. The maximum amount outstanding during the year was Rs. 512,000,000 and the year-end balance of loan was Rs. 95,056,883. During the year, the Company has not granted any loan to any other party or firm covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In view of above and according to information and explanations given to us, we are of the opinion that the terms and conditions of loan granted by the Company are not, prima facie, prejudicial to the interests of the Company.

(c) In respect of loan granted to a Company as mentioned in 3(a) above, there are no stipulations regarding repayment of the loan and interest theron. Hence, we are unable to comment on the regularity and payment of principal and the over due amount.

(d) The Company has taken loans from Almondz Commodities Private Limited (a subsidiary of the company) covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.3,800,000 and the year-end balance of such loans was Rs. Nil. During the year, the Company has not taken any loan from any other party or firm covered in the register maintained under section 301 of the Companies Act, 1956.

(e) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(f) In the case of loans taken from a Company listed in the register maintained under section 301, the Company has been regular in repaying the principal amounts as stipulated and in the payment of interest.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. We have not observed any material weaknesses in the internal control system during the course of our audit.

5. (a) In our opinion and according to the information and

explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. (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, Service tax, Income-tax, Sales-tax, Wealth tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Excise duty and Custom duty. No amount of unpaid dividend as at 31 March 2010 was due to be deposited in Investor Education and protection fund during the year ended 31 March 2010.

There are no dues on account of Cess under section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, Provident Fund, Employees State Insurance, Service tax, Income-tax, Sales-tax, Wealth tax and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income-tax and Service tax have not been deposited by the Company on account of disputes. Further, according to information and explanations given to us, the Company does not have any Sales tax, Wealth tax or Cess which have not been deposited with the appropriate authorities on account of any dispute.

Name of Nature of Amount Assessment year Forum where the statue dispute is dues to which amount pending

relates

The Finance Act, Service tax 3,221,550 2006-2007 Additional Commissioner, 2000 Service tax

The Income- tax Act, Income tax 4,054,709 2006-2007 CIT- (Appeals) 1961

The Income- tax Act, Income tax 2,723,937 2007-2008 CIT- (Appeals) 1961

10. The Company does not have 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.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers and financial institutions. The Company did not have any outstanding debentures during the year.

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.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein except for investments in equity shares of other companies amounting to Rs. 350,000 which are not held in the name of the Company and investments in equity shares amounting to Rs. 50,000 which are not physically available / misplaced. The carrying value of these shares has been fully provided for in the books of account.

15. In our opinion and according to the information and explanations given to us, the terms and conditons on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies / firms / parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have outstanding debentures during the year.

20. The Company has not raised any money by public issues.

21. 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 B S R & Co.

Chartered Accountants

Firm Registration No. 101248W



Jiten Chopra

Place : Gurgaon Partner

Date : 28 May 2010 Membership No. 092894

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