Auditor Report of Beryl Securities Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Beryl Securities Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, 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

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 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, in design, implementation and maintenance of adequate internal financial control, 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 gave a true and fair view and are free from material misstatements, whether due to fraud or errors.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provision of the act, the accounting and auditing standards in 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 disclosures in the financial statement. 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 statement that gives 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 control system over financial reporting and the operating effectiveness of such controls. 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 statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanation given to us 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 March 31,2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our report, Attention is invited to following notes to the financial statement:-

1. Note No. 26 : Balances under sundry debtors, sundry creditors and loans and advances are subject to confirmation.

2. Note No. 31 (i) : Company has made the investment in equity shares amounting to Rs.11500/- in Panjon Ltd. But no provision of Rs.9986/- has been made for diminution in value of Securities [(Market Value Rs. 1514] due to temporary in nature.

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 explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, the Company has kept Proper books of account as required by the law 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 accounts.

(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 31March 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 march 2015 from appointed as a Director in terms of Section 164(2) of the Act;

(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 explanation given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 42 to the financial statements.

(ii) The Company has not made any provision, as required under the applicable law or accounting standards, since company did not have any long term contract, including derivatives contract for which there were any material forseable losses.

(iii) There were no amounts required to be transferred to the investor Educations and Protections fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

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

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 fixed assets are verified in a phased manner over a period of three years. In accordance with this programmee, 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.

2. The company is finance and Investment Company, hence having regards to the nature of the business of the company, the Clause (a), (b) & (c) of paragraph (ii) of the order is not applicable to the company.

3. The Company has not granted loans to any body corporate covered in the register maintained under section 189 of the Companies Act, 2013('the Act'), hence clause (a) and (b) are not applicable.

4. 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 with regard to purchase of fixed assets. We have not observed any major weakness in the internal control system during the course of the audit.

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

6. The Central Government has not prescribed the maintanance of records under section 148(1) of the Act, for the Company, since the company is finance and Investment Company.

7. 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 income tax, wealth tax, and other material statutory dues have 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 employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax 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 become payable except the following :

Name of the Nature of Amount Period to which the statue due amount is related

Professional Professional 37500 2000-01/ 2001-02/2002-03, Tax Tax 2003-04 2004-05 & 2005-06, 2006-07,2007-08, 2008-09, 2009-10, 2010-11, 2011-12, 2012-13,2013-14.

Income Tax Income Tax 26400 2006-07

Income Tax Income Tax 13702 2010-11

Wealth Tax Wealth Tax 86175.33 2012-13,2013-14

b) 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 deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of disputes:

Name of the Nature of Amount Period to Forum where statute dues which amount dispute is relates pending

Income Tax Act Penalty under 325000 2006-07 CIT(A)-1 sec. 271(1)(c) Indore

Income Tax Act Penalty under 65000 2007-08 CIT(a)-1 sec. 271(1)(c) Indore

8. 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.

9. The company has not defaulted in repayment of dues to any financial institution or bank or debenture holder.

10. 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.

11. The Company has not taken any term loan during the year hence comments regarding utilization of term loan is not applicable

12. 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 Subhash Chand Jain Anurag & Associates Chartered Accountants FRN No.: 004733C

Sd/- (AKANKSHA SHRIVASTAVA ) Place : Indore Partner Date : 24/07/2015 (M NO 425205)

---

Mar 31, 2014

We have audited the accompanying financial statements of Beryl Securities Limited, which comprises 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 statement that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th Sept.,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 statement. 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 statement 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. 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 explanation given to us 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.

Emphasis of Matter

Without qualifying our report, Attention is invited to following notes to the financial statement:-

1. Note No. 2.1:

During the year Company has issued Forfeiture notice in respect of call money in arrear and has only received Rs. 209000/- as against call money but company could not receive the remaining unpaid call money of 217000 no. of equity shares even after final reminder. Thus after passing board resolution dated 21st March 2014, Company has forfeited 217000 no. of Equity Shares (against which amount paid up was Rs. 2014500/-) in during the year due to non payment of their arrears.

2. Note No. 26:

Balances under sundry debtors, sundry creditors and loans and advances are subject to confirmation.

3. Note No. 31(i):

Company has made the investment in equity shares amounting to Rs.11500/- in Panjon Ltd. But no provision of Rs.9986/- has been made for diminution in value of Securities [(Market Value Rs. 1514] due to temporary in nature.

4. Note No. 32:

Company has not appointed a full time Company secretary as per provisions of section 383A of the company act.

5. Note No. 45 :

The company has given advances aggregating to Rs. 23,06,613/- to the directors and relatives during the current year and the year end balance is NIL but such advances required prior approval of Central Government u/s 295 of the act hence unable to comment on the related impact, if any, on the financial statement in respect of the aforesaid non-compliance.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditor''s report) Order, 2003 (" the Order''), as amended by Companies (Auditor''s Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Orde

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 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 & Loss, and Cash Flow Statement comply with the Accounting Standards except stated otherwise referred to in subsection (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th Sept.,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 INDEPENDENT AUDITORS'' REPORT Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of its Fixed Assets:

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 a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed any part of its fixed assets during the year hence no question of any effect on the going concern status of the Company.

2. In respect of its Inventories:

The company is finance and Investment Company, hence having regards to the nature of the business of the company, the Clause (ii) (a), (b) & (c) of Paragraph 4 of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any loans secured or unsecured to any company, firm or other party covered in the register maintained u/s 301 of the Companies Act 1956 except old loan continued of the Company under the same management, (i.e. Beryl Drugs Limited), which is covered in the Register maintained under section 301 of the Companies Act, 1956 and whose maximum outstanding balance at any time during the year was Rs. 33000/- and year end balance is Rs.33,000/- (Previous year Rs.33,000). Besides this, company has also given advances of Rs.26120/- to director of the Company, Rs 48200/-to relatives of the director and Rs.2232293/- to the company under the same management (i.e. Beryl Drugs ltd.) towards obligation of the business work however year end balances of such advances is Nil.

b) Since company has not granted any loan except advances for business work hence the clause 3 (b), (c) and (d) of paragraph 4 of the order is not applicable to the Company.

c) The Company has not taken any secured or unsecured loan during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Hence comment on clause 3(e) (f) & (g) of paragraph of the order are not applicable.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts/ arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5, 00,000 in respect of each party have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the company has not accepted any deposit from the public. Therefore, the provisions of clause (VI) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountant appointed by the management should be strengthen with the size and nature of its business.

8. As informed to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. Hence, paragraph (VIII) of the order not applicable to the company.

9. In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Income-Tax, TDS and other material statutory dues have been generally regularly deposited with the appropriate authorities except following:

S. No. Nature of due Amount Period to which the amount is related

1. Professional Tax 30,000.00 2000-01, 2001-02, 2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12 & 2012-13

2. Income Tax 26400.00 2006-07

2. Advance Tax 392269.00 Advance tax against current year tax liability.

3 Wealth Tax 63089.33 2012-13

(b) According to information and explanation given to us, there are no such Statutory dues, which have not been deposited on account of any dispute except in the following cases :

Name of the statute Nature of dues Amount Year to which the amount relates

Income Tax Act Penalty under 325000 F.Y. 2006-07 sec. 271(1)(c )

Income Tax Act Penalty under 65000 F.Y. 2007-08 sec. 271(1)(c )

Name of the Statute Forum where dispute is pending

Income Tax Act CIT(A)-1 Indore

Income Tax Act CIT(A)-1 Indore

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the explanation given to us, the Company has given the advance by way of loans to the borrower being a Non-Banking finance company, without any security. However, to whom the loans or advances in the nature of loans have been given by the company is repaying the principal amount as well as interest as stipulated are regular except in few cases. Further, some of the borrowers are not repaying the principal amount and/or interest as stipulated, hence reasonable step have been taken for recovery of the principal and/or interest. The company has followed the guidelines issued by the Reserve Bank of India applicable upon all non banking financial companies for assets classification and provision for income recognition on non-performing assets

13. In our opinion, the Company is not a chit fund / Nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not dealing in or trading share securities, debentures and others, accordingly the provision of (xiv) of Para 4(a) of the said order are not applicable to the company.

15. The Company has not given any guarantees in respect of loans taken by others from banks and financial institutions.

16. The Company has not taken any term loan during the year hence comments regarding utilization of term loan is not applicable

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 there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The company has not issued any debenture hence requirement of disclosure regarding creation of securities in respect of debenture issued does not arise.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Subhash Chand Jain Anurag & Associates Chartered Accountants FRN No.: 004733C Sd/- (AKANKSHA SHRIVASTAVA ) Partner Place : Indore M. NO. 425205) Date : 25/07/2014

---

Mar 31, 2013

Report on the Financial Statement

We have audited the accompanying financial statements of Beryl Securities 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 statement that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including 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 statement 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 statement . 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 statement 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 statement. 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 explanation 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.

Emphasis of Matter

Without qualifying our report We draw your attention to :- 1. Note No. 25:- The financial statements regarding non obtaining the confirmation from sundry debtors, sundry creditors and loans and advances. 2. Note No. 29(i):- Investment in Equity Shares is stated at cost. Company has made the investment amounting to Rs.11500/- in Panjon Ltd.. But no provision of Rs.9986/- has been made for diminution in value of Securities [(Market Value Rs. 1514] due to temporary in nature in the opinion of the management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditor''s report) Order, 2003 ( " the Order''), as amended by Companies (Auditor''s Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit & 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.

(As referred in paragraph 1 under the heading of "Report on other legal and regulatory requirement" of our Report of even date to the members of Beryl Securities Ltd. on the accounts for the year ended 31st March, 2013)

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets in during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

The company is a finance and investment company thus according to the nature of business the company does not hold any physical inventory and as such the Clause (ii) (a), (b) & (c) of Paragraph 4 of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loan to related parties during the year, except an old loan of Rs.33000.00 is still continues from M/s Beryl Drugs Ltd. Companies under the same management at the year end. In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the company. Moreover, the said loans are repayable on demand and therefore, the question of overdue amount does not arise.

b) The Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable to the Company.

4. In respect of its internal control:

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 for the purchases of Fixed Assets and investment in Indian Co. Equity shares & Finance operation activity. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956;

(a) In our opinion and according to the information and explanations given to us, the transactions (if any) made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5, 00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanation given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (VI) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the company has an internal audit which is carried out during the year by M/s. Abhay Bhandari & Associates Chartered Accountants, Indore appointed by the management have been commensurate with the size and nature of its business.

8. According to the information and explanation given to us that central government has not prescribed maintenance of cost record under clause (d) of sub section (c) of Sec 209 of the companies Act 1956.

9. The Company neither has accumulated losses nor it incurred cash losses during the current financial year covered by the audit and in the immediately preceding financial year.

10. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that company has not accepted any loan from financial institutions or banks, hence the reporting regarding repayment of dues to the financial institutions or bank does not arise.

11. In our opinion and according to the explanation given to us, the Company has given the advance by way of loans to the borrower being Non-Banking finance company, on the basis of security other than pledge of shares. However, to whom the loans or advances in the nature of loans have been given by the company is repaying the principal amount as well as interest as stipulated are regular except in few cases. Further, some of the borrowers are not repaying the principal amount and/or interest as stipulated, hence reasonable step have been taken for recovery of the principal and or interest. The company has followed the guidelines issued by the Reserve Bank of India applicable upon all non banking financial companies for assets classification and provision for income recognition on non-performing assets

12. In our opinion, the Company is not a chit fund / Nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

13. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments accordingly the Provision of clause (XIV) of paragraph 4 of the order are not applicable to the Company.

14. According to the information and explanations given to us, The Company has not given any guarantee in respect of loans taken by others from any bank or financial institutions during the year.

15. The company has not taken any term loan and hence requirement of reporting regarding application of term loan does not arise.

16. 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 there are no funds raised on short-term basis that have been used for long-term investments.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. The Company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arise.

19. The Company has not raised any monies by way of public issues during the year.

20. In our opinion and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For Subhash Chand Jain Anurag & Associates Chartered

Accountants FRN No.: 004733C

Date : 25th May 2013 S.C. Jain

Place: Indore Partner

(M.No. - 72062)

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Beryl Securities Limited as at 31st March 2012 and also 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check, 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.

3. As required by the Companies (Auditor's Report) Order, 2003 and the companies (Auditors Report) (Amended order 2004) issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclosed in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards except AS-15 (Revised) referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to and read together with the schedules and notes there on, 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:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012 (ii) In the case of Profit and Loss Account of the Profit for the year ended on that date, and (iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (referred in paragraph third of our Report of even date to the members of Beryl Securities Ltd., on the accounts for the year ended 31st March, 2011.)

(i) Fixed Assets

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

(b) As informed to us that, the Company has physically verified fixed assets during the year at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company has sold Land costing Rs. 2983000/- during the year which is not substantial reduction of capital fixed asset. Hence, in our opinion going concern status of the company is not affected with the said transaction.

(ii) Inventories

The company is a finance and investment company and according to the nature of the company does not require it to hold inventory and as such the Clause (ii) (a), (b) & (c) of Paragraph 4 of the order is not applicable to the company.

(iii) Loan Granted or Taken

(a) As per information and explanation given to us, the company has not taken any unsecured loans from the concern and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence requirement of Clause (iii) (b) (c) and (d) of Paragraph 4 of the order is not applicable.

(b) The Company has not granted any unsecured loan during the year, except an old Advances of Rs. 33,000.00 is still continues from M/s Beryl Drugs Ltd. a companies under the same management at the year end. In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the company. Moreover, the said loans are repayable on demand and therefore, the question of overdue amount does not arise.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and investment in Indian Co. Equity shares & Finance operation activity. Further, during the course of our audit we have neither come across nor we have been informed of any continuing failure to correct major weakness in internal control system.

(v) Transaction with Parties u/s 301

a) In our opinion and according to the information and explanation given to us, the transaction that needs to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) Based on the audit procedure, applied by us and according to information and explanation provided by the management. That the transaction exceeding the value of Rs. Five Lakhs of any party in during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time where such price are available.

(vi) Public Deposit

The company has not accepted any deposit from the public hence direction issued by the RBI and the provisions of section 58A and 58AA of Companies Act, 1956 as well as Non-Banking Financial Companies acceptable of Public Deposit (Reserve Bank) Direction of 1998 are not applicable for the year under audit.

(vii) Internal Audit System

In our opinion the internal audit function carried out during the year by M/s. Abhay Bhandari & Associates Chartered Accountants, Indore appointed by the management have been commensurate with the size and nature of the business.

(viii) Cost Record

According to the information and explanation given to us that central government has not prescribed maintenance of cost record under clause (d) of sub section (c) of Sec 209 of the companies Act 1956.

(ix) Statutory Dues

(a) According to the information and explanation given to us, the company is generally regular in depositing undisputed statutory dues including income tax, wealth tax and other taxes with the appropriate authorities except in the following case. Further there are no undisputed statutory dues payable in respect of Provident Fund, Employee State Insurance, Income Tax, Wealth Tax Custom Duty, Excise Duty and Cess, which are outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable except following:

Sl. Nature of due Amount Period to which the amount is No. related

1. Professional Tax 25,000.00 2000-01/2001-02/2002-03, 2003-04, 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10 & 2010-11

2. Income Tax 562900.00 2006-07, 2008-09

(b) According to information and explanation given to us, and on the basis of examination of records of the company provident fund/sale tax/income tax/custom duty/wealth tax/excise duty/service tax/cess, which have not been deposited on account of disputes are given below:

Name of the Nature of dues Amount Year to Forum where statute which the dispute is amount pending relates

Income Tax Act Penalty under 325000 2006-07 CIT(A)-1 sec. 271(1)(c) Indore

Income Tax Act Penalty under 65000 2007-08 CIT(A)-1 sec. 271(1)(c) Indore



(x) Accumulated Cash losses

As per records, the company has no accumulated losses at the end of the financial year and it has not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) Default in repayment of dues to Financial Institutions or Bank

Based on our audit procedures and on the information and explanations given by the management, that company has not accepted any loan from financial institutions or banks, hence the reporting regarding repayment of dues to the financial institutions or bank does not arise.

(xii) Granting of Loan and Advances

According to the information and explanations given to us, the Company has given the advance by way of loans to the borrower being Non-Banking finance company, on the basis of security other than pledge of shares. However, to whom the loans or advances in the nature of loans have been given by the company is repaying the principal amount as well as interest as stipulated are regular except in few cases. Further, some of the borrowers are not repaying the principal amount and/or interest as stipulated, hence reasonable step have been taken for recovery of the principal and or interest. The company has followed the guidelines issued by the Reserve Bank of India applicable upon all non-banking financial companies for assets classification and provision for income recognition on non-performing assets.

(xiii) Chit Fund/Nidhi/Mutual Benefit/Society Activities

In our opinion, the company is not a Chit Fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provisions relating to any special statute applicable to chit fund are not applicable to the Company.

(xiv) Records of Transactions and Contracts in Shares and Securities

Based on our examination of the records, we are of the opinion that proper records have been maintained of the transactions and contract relating to share, mutual funds and other investment dealt in the company and timely entries have been made therein. Securities held as investment by the company are informed as held in the name of company or in the name of its nominees except to the extent of the exemption granted under Section 49 of the Act.

(xv) Guarantee given by the Company for loan taken by others

As informed and explained to us the Company has not given any guarantee in respect of loans taken by others from any bank or financial institutions during the year.

(xvi) Utilization of Term Loan

As per information and explanation given to us, the company has not taken any term loan and hence requirement of reporting regarding application of term loan does not arise.

(xvii) Application of Short Term Fund for Long Term Investment

On the basis of an over all examination of the Balance Sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used during the year for long term investment (fixed assets, etc.)

(xviii) Preferential Allotment of Shares

We are informed that, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) Creation of Securities for Debenture Issue

According to the information and explanations given to us and the records examined by us, the company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arise.

(xx) Money raised by Public Issue

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

(xxi) Fraud noticed or Reported

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanations given to us, we report that no fraud on or by the Company was noticed or reported during the course of our audit.



For Subhash Chand Jain Anurag & Associates Chartered Accountants FRN No.: 004733C

S.C. Jain Partner (M. No. - 72062)

Date : 26th May 2012 Place: Indore

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Beryl Securities Limited as at 31st March 2010 and also 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check, 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.

3. As required by the Companies (Auditors Report) Order, 2003 and the companies (Auditors Report)(Amended order 2004) issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclosed in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

(b) in our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

(d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards (Except AS-15) referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except following -

1) That the Company has not provided diminution in value of quoted & unquoted shares of Rs.

32.55 Lakhs thus to that extent profit and investment in Indian Co. share is over stated.

(e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st 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.

5. In our opinion and to the best of our information and according to the explanations given to us. The said account subject to Note No. "13" of notes to account (Schedule "14") regarding non provision of doubtful debts for Rs.835335.00 and Note No. "14" of notes to account (Schedule "14") regarding non-provision of doubtful Loan & Advance and deposit for Rs.1351000.00 gives the information as required by the Companies Act 1956 and subject to above qualification as well as the comments in the notes to accounts (Schedule "14") 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 31st March, 2010.

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

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

ANNEXURE TO THE AUDITORS REPORT

(referred in paragraph third of our Report of even date to the members of Beryl Securities Ltd. on the accounts for the year ended 31st March, 2010)

(i) Fixed Assets

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

(b) As informed to us that, the Company has physically verified fixed assets during the year at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) As per information and explanations given to us, the Company has not disposed off any fixed assets in during the year. Thus accordingly going concern status of the company is not affected.

(ii) Inventories

The company is a finance and investment company and according to the nature of the company does not require it to hold inventory and as such the Clause (ii) (a), (b) & (c) of Paragraph 4 of the order is not applicable to the company.

(iii) Loan Granted or Taken

(a) The Company has granted Rs.10,00,000/- as unsecured loan in during the year to M/s.Kanchan Developers a concern listed in the register maintained under the provision of Section 301 of the act. Further old unsecured loan of Rs.33,000.00 is continues of M/s.Beryl Drugs Ltd. a companies under the same management at the year end. The maximum amount involved of M/s. Kanchan Developers was Rs.18,66,250/- and the closing balance Rs.12,05,250/-. In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the company. Moreover, the said loans are repayable on demand and therefore, the question of overdue amount does not arise.

(b) As per information and explanation given to us, the company has not taken any unsecured loans from the concern and other parties covered in the register maintained under section 301 of the Companies Act, 1956 hence requirement of Clause (iii) (b) (c) and (d) of Paragraph 4 of the order is not applicable.

(iv) Internal Control Procedure

In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and investment in Indian Co. Equity shares & Finance operation activity. Further, during the course of our audit we have neither come across nor we have been informed of any continuing failure to correct major weakness in internal control system.

(v) Transaction with Parties u/s 301

a) In our opinion and according to the information and explanation given to us, the transaction that needs to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) Based on the audit procedure, applied by us and according to information and explanation provided by the management. That the transaction exceeding the value of Rs. Five Lakhs of any party in during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time where such price are available.

(vi) Public Deposit

The company has not accepted any deposit from the public hence direction issued by the RBI and the provisions of section 58A and 58AA of Companies Act, 1956 as well as Non Banking Financial Companies acceptable of Public Deposit (Reserve Bank) Direction of 1998 are not applicable for the year under audit.

(vii) Internal Audit System

In our opinion the internal audit function carried out during the year by M/s.Abhay Bhandari & Associates Chartered Accountants, Indore appointed by the management have been commensurate with the size and nature of the business.

(viii) Cost Record

According to the information and explanation given to us that central government has not prescribed maintenance of cost record under clause (d) of sub section (c) of Sec 209 of the companies Act 1956.

(ix) Statutory Dues

(a) According to the information and explanation given to us, the company is generally regular in depositing undisputed statutory dues including income tax, wealth tax and other taxes with the appropriate authorities except in the following case. Further there are no undisputed statutory dues payable in respect of Provident Fund, Employee State Insurance, Income Tax, Wealth Tax Custom Duty, Excise Duty and Cess, which are outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable except following:

S.No. Nature of due Amount Period to which the amount is related

1. Professional Tax 20,000.00 2000-01/2001-02/2002-03, 2003-04

2004-05 & 2005-06, 2006-07, 2007-08.

(b) According to information and explanation given to us, there are no dues of sale tax / income tax / custom duty / wealth tax / excise duty / service tax / cess, which have not been deposited on account of disputes except following –

Name of the statute Nature of the due Amount (in Lakh) Forum where dispute is pending

Income tax Act, 1961

a) Asst. Year 2006-07 Income Tax 4,52,800.00 ITAT Bench, Indore

Demand

b) Asst Year 2007-08 --do-- 83,801.00 --do--

(x) Accumulated Cash losses

The company has accumulated loss of Rs.36, 64,097.84. The company has not incurred cash loss in during the current financial year covered by our audit and in the immediate preceeding financial year.

(xi) Default in repayment of dues to Financial Institutions or Bank

Based on our audit procedures and on the information and explanations given by the management, that company has not accepted any loan from financial institutions or banks, hence the reporting regarding repayment of dues to the financial institutions or bank does not arise.

(xii) Granting of Loan and Advances

According to the information and explanations given to us, the Company has given the advance by way of loans to the borrower being Non-Banking finance company, on the basis of security other than pledge of shares. However, to whom the loans or advances in the nature of loans have been given by the

(xiii) Chit Fund/Nidhi/Mutual Benefit/Society Activities

In our opinion, the company is not a Chit Fund or a Nidhi Mutual Benefit Fund Society. Therefore, the provision relating to any special statute applicable to chit fund are not applicable to the Company.

(xiv) Dealing or Trading in Shares

The company has not dealed or traded in shares security debenture and other investment in during the year, hence comments regarding such transaction does not arise.

(xv) Guarantee given by the Company for loan taken by others

As informed and explained to us the Company has not given any guarantee in respect of loans taken by others from any bank or financial institutions during the year.

(xvi) Utilization of Term Loan

As per information and explanation given to us, the company has not taken any term loan and hence requirement of reporting regarding application of term loan does not arise.

(xvii) Application of Short Term Fund for Long Term Investment

On the basis of an over all examination of the Balance Sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used during the year for long term investment (fixed assets, etc.).

(xviii) Preferential Allotment of Shares

We are informed that, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) Creation of Securities for Debenture Issue

According to the information and explanations given to us and the records examined by us, the company has not issued debentures and hence regarding creation of securities in respect of debentures issued does not arises.

(xx) Money raised by Public Issue

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

(xxi) Fraud noticed or Reported

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanations given to us, we report that no fraud on or by the Company was noticed or reported during the course of our audit.

For SUBHASH CHAND JAIN ANURAG & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN NO. 004733C

(S.C. JAIN)

Place: Indore PARTNER

Date: 21st August 2010 M.NO. 72062