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Auditor Report of BNK Capital Markets Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of BNK Capital Markets Ltd.("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss.the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act. 2013("the Act")with respect to the preparation 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 principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent ;and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and Rules made thereunder.

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 statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015

issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,( hereinafter referred to the "order"),and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and emanations given to us, we give in the Annexure a statement on the matters specified in 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, propter books of account as required by law have been kept by the Company so far as it appears from our examination of those books, and

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

(d) in our opinion, the aforesaid 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 written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being'appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial positioninitsfinancial statements as referred to Note 26 to the financial statements.

ii. In our opinion and as per the information and explanations provided to us, the Company did not have any'long term contracts including derivatives contract for which there were any materials foreseeable tosses.

iii. There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of 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) All the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2. (a) The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

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

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

3. As per the information given to us, the company has granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013:

(a) In respect of aforesaid loan granted, the amounts of principal as well as interest have been repaid regularly.

(b) In respect of the said loans and interest thereon, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business with regard to purchases of securities, fixed assets and for the sale of services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, the company has not accepted any deposits in terms of directives issued by the Reserve Bank of India and therefore provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

6. We have broadly reviewed the books of account maintained by the Company pursuant to sub-section (1) of section 148 of the Companies Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

7. (a) The Company is regular in depositing undisputed statutory dues including Income Tax, Service Tax, cess and other materials statutory dues as applicable to the appropriate authorities and no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March,2015 for a period of more than six months from the date they became payable, b) The disputed Income Tax aggregating to Rs. 391.47 Crore that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

S. Nature Assessment Rs. (in Lacs) Forum where dispute No. Year is pending

1. Income Tax 2004-05 43.49 Appeal effect is pending

2. Income Tax 2006-07 241.13 Appeal effect is pending

3. Income Tax 2008-09 38.11 Appeal effect is pending

4. Income Tax 2010-11 10.17 CIT-XXII(A)

5. Income Tax 2011-12 5.63 CIT-XII

6. Income Tax 2012-13 52.94 CIT-IV

(c) In our opinion and according to the information and explanations given to us, amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder have been transferred to such fund within time.

8. The Company does not have any no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year as on that date or in the immediately preceeding financial year.

9. According to the information and explanations given to us,we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

10. According to the information and explanations given to us. the company has given guarantee for loans taken by others, the terms and conditions whereof are not prejudicial to the interest of the company.

11. According to the information and explanations given to us, the company did not have any term loans outstanding during the year except car loan for Rs.9.28 Lac.

12. Based upon the audit procedures performed and 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 the year ended 31 st march 2015.

For R. BHATTACHARYA& ASSOCIATES CHARTERED ACCOUNTANTS ICAI Firm Registration No-307124E (RADHARAMAN BHATTA CHARYA)

Place: Kolkata Proprietor Date : 30th May 2015 Membership No. -12394


Mar 31, 2014

We have audited the accompanying financial statements of BNK Capital Markets Ltd. ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with general Circular 15/2013, dated 13th September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act ,2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act,1956(" the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

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

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

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

(d) in our opinion, the Balance Sheet, the statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act ,1956 read with General Circular 15/2013 dated 13th September 2013, issued by the Ministry of Corporate Affairs , in respect of Section 133 of the Companies Act, 2013;

(e) on the basis or written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT

AUDITOR''S REPORT

Annexure referred to in Paragraph 6 of the Auditors'' Report of Even Date Re: BNK Capital Markets Limited ("the Company'')

(i) (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) The Fixed Assets have been physically verified by the management during the year, and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets save and except the sale of two numbers of dilapidated Motor Cars during the year

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) 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 maintenance under section 301 of the Companies Act, 1956:

(a) As per information and records made available to us, the Company has granted unsecured loans to six Companies listed in the register maintained under section 301 of the Act.The maximum amount involved during the period and the balances of said loans were aggregating to Rs.363 lacs and Rs.265.28 lacs respectively.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company.

(c) In respect of aforesaid loan granted, the amounts of principal as well as interest have been repaid regularly.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) The Company has not taken any loans , secured or unsecured from companies ,firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.Accordingly, sub clause (f) and (g) of clause 4(iii) of the said order are not applicable of the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control systems in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company in respect of these areas.

(v) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore , the provisions of clause (vi)of paragraph 4 of the order are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with the size of the Company and nature of its business, for the purchases of shares /securities, equipment and other assets and for sale of shares/securities.

(viii) In our opinion, the provisions of section 209(1) (d) of the Companies Act 1956 for the maintenance of cost records are not applicable to the Company.

(ix) (a) According to the information''s and explanations given to us and the records of the Companies examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Service Tax, Cess and other material statutory dues as applicable to the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date they become payable. (b) The disputed Income Tax aggregating Rs.338.53 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. Nature of Amount Period to Forum where dispute No the Dues (Rs. in Lacs) which the is pending amount relates

1 Income Tax 43.49 2004-2005 Appeal effect is pending with DCIT

2 Income Tax 241.13 2006-2007 Appeal effect is pending with DCIT

3 Income Tax 38.11 2008-2009 ITAT

4 Income Tax 10.17 2010-2011 CIT-XXII(A)

5 Income Tax 5.63 2011-2012 CIT-XII

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

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us , proper records have been maintained for the transactions and contracts in respect of inventories or dealing of shares, securities, debentures and other investments and timely entries have been made therein and also the shares, securities, debentures and other investments have been held by the Company in its own name except of the exemption, if any, granted u/ s 49 of the Companies Act, 1956.

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

(xvi) The Company has neither raised any term loans during the year nor was any unutilised amount left on this account, at the beginning of the year. Therefore, the provisions of Clause 4(xvi) of the order are not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, no preferential shares have been allotted by the Company to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

(xix) During the year under audit, the Company has not created any security or charge in respect of debentures issued.

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

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and expiations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have been informed of any such case by the management.

For R. BHATTACHARYA & ASSOCIATES ICAI Firm Registration No-307124E CHARTERED ACCOUNTANTS (RADHARAMAN BHATTACHARYA)

Place : Kolkata Proprietor Date : 30th May 2014 Membership No. - 12394


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BNK Capital Markets Ltd ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act").

This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company asat March 31, 2013

(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.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the Information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

(d) in our opinion, the Balance Sheet, the statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (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 (I) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date:

(1) (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) According the information and explanations given to us, the Fixed Assets of the Company have been physically verified by the management during the year, and no material discrepancies were noticed on such verification as confirmed by the management.

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

(2) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

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

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification as compared with the book records.

(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) As per the information and records made available, the Company has granted unsecured loans to six companies listed in the register maintained under section 301 of the Act. The maximum amount involved during the period and the balances of said loans were aggregating to Rs.731.17 lacs and Rs.291.51 lacs respectively.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company ,are not prima facie prejudicial to the interest of the Company.

(c) In respecl of aforesaid loan granted , the amounts of principal as well as interest have been repaid regularly.

(d) In respect of the said loans and interest thereon , there are no overdue amounts.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clauses (f) and (g)of clause 4(iii)of the said order are not applicable to the company.

(4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business with regard to purchases of securities, fixed assets and sale of securities and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(5) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956 have been so entered.

(6) According to the information and explanations given to us, the Company has not accepted any deposits 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 system commensurate with the size and nature of its business, for the purchases of shares/ securities, equipment and other assets and for sale of shares/securities.

(8) In our opinion, the provisions of section 209 (1) (d) of the Companies Act, 1956 for the maintenance of cost records are not applicable to the company.

(9) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, , Cess and other material statutory dues as applicable to the appropriate authorities. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2013 for a period of more than six months from the date of becoming payable. © The disputed Income Tax aggregating Rs.332.90 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Sr. No Nature of the Dues Amount (Rs. in Lacs) Period to which the amount relates Forum where dispute is pending

1 Income Tax 43.49 2004-2005 ITAT

2 Income Tax 241.13 2006-2007 ITAT

3 Income Tax 38.11 2008-2009 ITAT

4 IncomeTax 10.17 2010-2011 CIT-XII(A)

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

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

(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) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the company.

(14) In our opinion and according to the information and explanations given to us, proper records have been maintained for the transactions and contracts in respect of inventories or dealing in shares, securities, debentures and other investments and timely entries have been made therein and also the shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemption, if any, granted u/s 49 of the Companies Act, 1956.

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

(16) The Company did not have any term loans outstanding during the year.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long- term funds have been used to finance short-term assets except permanent working capital.

(18) According to the information and explanations given to us, no preferential shares have been allotted by the company to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

(19) During the year under audit, the Company has not created any security or charge in respect of debentures issued.

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

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

For R. BHATTACHARYA & ASSOCIATES

CHARTERED ACCOUNTANTS Firm Registration No. 307124E

CA. R. BHATTACHARYA

Kolkata Proprietor

28th May, 2013. Membership No. -12394


Mar 31, 2012

1. We have audited the attached Balance Sheet of BNK CAPITAL MARKETS LTD. (the Company) as at 31st March 2012 and also the statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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, (The Order) 2003, issued by the Central Government of India in terms of sub-section 4(A) 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.

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 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 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 Companies Act, 1956;

(e) On the basis of the written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is 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 read together with the Significant Accounting Policies and notes thereon 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 the statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS' REPORT

With reference to the Annexure referred to in Paragraph 3 of the Auditors' Report of Even Date to the Members of BNK Capital Markets Ltd.on the financial statement for the year ended 31st March 2012, we report that:

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

(b) According the information and explanations given to us, the Fixed Assets of the Company have been physically verified by the management during the year, and no material discrepancies were noticed on such verification as confirmed by the management.

(c) The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(2) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

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

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(3) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.Accordingly sub clauses (b), (c) and (d) of clause 4(iii) of said order are not applicable to the company.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accodingly sub clauses (f) and (g)of clause 4(iii)of the said order are not applicable to the company.

(4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business with regard to purchases of securities, fixed assets and sale of securities and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(5) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act,1956

(6) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58Aa or any other relevant provisions of the Companies Act. 1956 and the rules framed there under.

(7) In our opinion, the company has an internal audit system commensurate with the size and nature of its business, for the purchases of shares/securities, equipment and other assets and for sale of shares/securities.

(8) In our opinion, the provisions of section 209 (1) (d) of the Companies Act, 1956 for the maintenance of cost records are not applicable to the company.

(9) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, , Cess and other material statutory dues as applicable to the appropriate authorities.

(b) According to the information and explanations given to us, there are no dues of , Income Tax, , Wealth Tax, Service Tax, and Cess which have not been deposited on account of any dispute payable for a period of more than six month from the date they became payable.

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

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

(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) The provisions of any special statute applicable to chit fund/nidhi/ mutual benefit fund/societies are not applicable to the company.

(14) In our opinion and according to the information and explanations given to us, proper records have been maintained for the transactions and contracts in respect of inventories or dealing in shares, securities, debentures and other investments and timely entries have been made therein and also the shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemption, if any, granted u/s 49 of the Companies Act, 1956.

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

(16) The Company did not have any term loans outstanding during the year.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long- term funds have been used to finance short-term assets except permanent working capital.

(18) According to the information and explanations given to us, no preferential shares have been allotted by the company to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

(19) During the year under audit, the Company has not created any security or charge in respect of debentures issued.

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

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

For R. BHATTACHARYA & ASSOCIATES

CHARTERED ACCOUNTANTS

Registration No. 307124E

(R. BHATTACHARYA)

Kolkata Proprietor

28th May, 2012. Membership No. - 012394


Mar 31, 2010

1. We have audited the attached Balance Sheet of BNK CAPITAL MARKETS LTD. (the Company) 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, both 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 theauditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in 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, (The Order) 2003, issued by the Central Government of India in terms of sub-section 4(A) of section 227 of the Companies Act, 1956, we enclose as 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 account as required by law have been kept by the company so far as appears from our examination of those books;

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

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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;

(e) On the basis of the written representations received from the Directors, as on 31 st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is 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;

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and also give respectively, 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 the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT With reference to the Annexure referred to in Paragraph 3 of the Auditors Report of Even Date to the Members of BNK Capital Markets Ltd.on the financial statement for the year ended 31 st March 2010.we report that:

(1) (a) The Company is maintaining proper records showing full particulars including quantitative details and Situation of fixed assets.

(b) According the information and explanations given to us The Fixed Assets of the Company are physically verified by the management according to a phased programme, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, and no material discrepancies were noticed on such verification as confirmed by the management.

(c) The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(2) (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

(c) In our opinion and according to information and explanations given to us, the Company has maintained. Proper records of its inventories and no material discrepancies were noticed on physical verification as Compared to the book records.

(3) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clauses (b), (c) and (d) of clause 4(iii) of said order are not applicable to the company. (b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(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 purchases of securities, fixed assets and with regard to the sale of securities and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(5) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register required to be maintained under section 301 of the Companies Act, 1956

(6) The Company has not accepted any deposits frpm the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act 1956andtherulesframedthereuncler.

(7) In our opinion, the company has an internal audit system commensurate with the size and nature of its business, for the purchases of shares/securities, equipment and other assets and for sale of shares/securities.

(8) In our opinion, the provisions of section 209 (1) (d) of the Companies Act, 1956 for the maintenance of cost records are not applicable to the company.

(9) (a) According to the information and explanations given to us and the records of the Company examined by us, in Our opinion, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities. (b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess which have not been deposited on account of any dispute except the deposit of Rs. 13,00,000/- against the demand on Income Tax for the Assessment Year 2006-07pending appeal in I. T Tribunal.

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

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

(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) The provisions of any special statute applicable to chit fund/nidhi/ mutual benefit fund/societies are not applicable to the company.

(14) In our opinion and according to the information and explanations given to us, proper records have been maintained for the transactions and contracts in respect of inventories or dealing in shares, securities, debentures and other investments and timely entries have been made therein and also the shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemption, if any, granted u/s 49 of the Companies Act, 1956.

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

(16) The Company did not have any term loans outstanding during the year.

(17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long- term funds have been used to finance short-term assets except permanent working capital.

(18) According to the information and explanations given to us, no preferential shares have been allotted by the company to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 save and except the allotment of 1800000 Equity Shares against conversion of 1800000 Share Warrants issued in earlier year.

(19) During the year under audit, the Company has not created any security or charge in respect of debentures issued.

(20) The Company has raised monies by way of converting of 18,00,000 shares warrants into equity shares of Rs.10/-each fully paid up with a premium of Rs.36/- per equity share.( Reference 18 above)

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

For R. BHATTACHARYA & ASSOCIATES CHARTERED ACCOUNTANTS

(R. BHATTACHARYA) Kolkata Proprietor

28th May, 2010. Membership No. - 012394

 
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