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Auditor Report of D B (International) Stock Brokers Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of DB (INTERNATIONAL) STOCK BROKERS LTD (''the Company''), which comprise the balance sheet as at March 31, 2015, the statement of profit and loss and the cash flow statement fortheyearthen ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

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

(e) on the basis of the written representations received from the directors as on March 31,2015 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; and

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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

Annexure to the Independent Auditors'' Report

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended March31,2015, we report that:

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

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

(ii) The Company is a service company, primarily rendering share brokerage service. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

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

(iv) In our opinion and according to the information and explanation 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 inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

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

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

(vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, service tax, cess 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 or excise.

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

c) The amount of to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under has been transferred to such fund within time.

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

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

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

(xi) TheCompanydid not have any term loans outstanding during the year.

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

For Chaudhry Vigg James & Co Chartered Accountants Firm Regn. No. 000949N

B B Chaudhry

Partner

Membership No.014231

New Delhi Dated 29.05.2015


Mar 31, 2014

We have audited the accompanying Financial Statements of DB (INTERNATIONAL) STOCK BROKERS LTD 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 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.

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 tie 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 ouraudit opinion.

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31.2014;

b) in the case of the 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.

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

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

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

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 Row Statement dealt with by this Report are in agreement with th e books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C)of section 211 of the CompaniesAct, 1956;

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 CompaniesAct, 1956.

ANNEXURE TO THE AUDITOR''S REPORT

i) In respect ot Fixed Assets:

a) The Company has maintained proper records showing lull particulars including quantitative details and situation affixed assets on the basis of information; available

b) As explained to us. all the 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 the nature of its assets. No material discrepancies ware- noticed an such verification.

c) In our opinion, the company has not disposed off a substantial part of fixed Assets during the year and Going Concern status of the company is not affected.

il) In respect of Inventories:

Tfie company has inventories at the end of the year which have been physically verified by the management at the end of the year and procedures of such verification is reasonable and adquate; and the valuation of the inventories is proper in accordance with normally accepted accounting principles.

iii) In respect of loans, secured or unsecured, granted or taken by the company toffrom companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1955:

a) In our opinion and according to the Information and Explanations given to us ,lhe company has not taken any loans, secured or unsecured, from companies, firms or olher parties listed 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.

b) The company has also not granted any unsecured loan to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

iv) In our opinion and according to the information and explanation given lo us. there is an adequate internal control system commensurate with the size of the company and the nature of Hs business with regard to purchases of inventory fixed assets and wilh regard m the sale of goods and services. During the course of our audit, we have not observed any conti nu ing fail ure to conect maior weakness ininternal control system.

v) In respect Df Contracts or arrangements referred to in section 301 oftheCompaniosAcl, 1956.

In our opinion and according to the information and explanation given to us, thenRs. have no transactions been made in pursuance of contracts or arrangements, that need to be entered in the Register maintained under section 301 of the Companies Act 1956. Hence-, ctause(v) of paragraph 4 orlhe Order is not applicable to the Company.

ifl) In our opinion and according to the information and explanation given to us. the company has not accepted any deposits from the Public. Therefore, the provisions of Clause (vi) of paragraph 4 at the order are not applicable to the company,

vil) In our opinion. the company has an intema audit system comma nsurate with the size and nature of Its business.

viii) The Central government has not presenbed maintenance of cost records under clause (d) of sub-section-(1) of section 209 of the Companies Act, 1956 in respect of business activities of the company. Therefore, the provisions of clause (viii) are not applicable Id the company.

be) In respect of statutory Dues:

According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, income tax and other statutory dues applicable to it. According to the information and explanation given tn us, no undisputed amounts payable in respect of income tax, wealth tax and service tax were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payabte.

x} The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and in the immediateIy preceding financial year,

xi) Based on our audit procedures and according to the information and explanation given by the management, we are of the opinion that the company has not borrowed funds from the financial institutions, banks qr debenture holders, hence clause

(xi) of paragraph 4 of the Order is not spplicable to the company.

xii) Based on our examination of documents and records, we are of the opinion that the company has not granted 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/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Orderare not applicable to the company.

xiv) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. We also report that the company has held the shares, securities, debentures and other investment in its own name.

xv) The company has not given any guarantee for loans taken by othersfrombankorflnancial institutions.

xvi) According to Information and explanations given to us, the company has not raised any term loans; hence clause (xvi) of paragraph 4 of the Order is not applicable to the company.

xvil) In our opinion and according to the Information and explanation given to us and an overall examination of the Balance Sheet of the company, we are of the opinion that no funds raised on short term basis that have been used for long term investment.

xviii) During the year, the company has not made any preferential allotment of shares.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of security or charge in respect of debentures Issued does not arise.

xx) The company has not raised any money by way of public issue during the year.

xxt) Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Chaudhry Vigg James 4 Co Chartered Accountants Firm Regn. No. P00949N

Sd/- BB Chaudhry Partner Membership No.014231

New Delhi Dated 30.05.2014


Mar 31, 2013

We have audited the accompanying Financial Statement of DB (INTERNATIONAL)STOCK BROKERS LTD which companies the Balance sheet as at March 31,2013 and the statement of profit and Loss and cash statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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 company''s Act,1956 ("the Act") This responsibility including the design implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a tore fair view and are free from material misstatement whether due to fraud or error.

Our responsibility is to express an opinion on these financial statement 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 the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements selected depend on the auditors judgment including the seamen of the design audit procedures that are appropriate in the circumstances An audit also including the appropriateness of accounting policies used and the reasonable of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

In our opinion and to the best of our information and according to the explanations given to us the financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principle 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 profit and loss Account of the cash 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;

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

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

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

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

c) the Balance sheet 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 Accounting standards referred to in sub section 3C of SECTION 211 off the companies Act,1956.

e) On the basis of written representations received from the directors are 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 as a director in items of clause (g) of sub-section (1) of section 274 of the companies Act,1956.

f) Since the central Government has not issued any notification as to the rate which the cess is to be paid under section 441A of the companies Act,1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid no cess is due and payable by the company

(i) In respect of Fixed Assets.

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

(b) As explained to us all the 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 the nature of its assets No material discrepancies were noticed on such verification.

(c) In our opinion the company has not disposed off a substantial part of fixed Assets during the year and going concern status of the company is not affected.

(ii) In respect of Inventories

The company of 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) In our opinion and according to the information and Explanations given to us the company has not taken any loans secured or unsecured from companies firms or their parties listed 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.

(b) The company has also not granted any unsecured loan to companies firms and other parties covered in the register maintained under section 301 of the companies Act,1956

(iv) 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 with regard to purchases of inventory fixed assets and with regard to the sale of good and services During the course of our audit we have of observed any continuing failure to correct major weakness in internal control system.

(v) In respect of contracts or arrangements referred to in section 301 of the companies Act,1956.

(vi) In our opinion and acceding to the information and explanation 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 and nature of its business.

(viii) The central government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the companies Act,1956 in respect of certain manufacturing activities of the company therefore the provisions of clause (viii) are applicable to the company.

(ix) In respect of statutory Dues:

According to the records of the company the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund investor education protection fund income tax and other statutory dues applicable to it. According to the information and explanation given to us no undisputed amounts payable in respect of income tax wealth tax and service tax outstanding as at 31st March,2013 for a period of more than six months from the date they become payable.

(X) The company does not have any accumulated losses The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given by the management we are of the opinion that the company has not borrowed funds from the financial institution banks or debenture holders hence clause (xi) of paragraph 4 of order is not applicable to the company.

(xii) Based on our examination of documentation and records we are of the opinion that the company has not granted 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 mutual benefit fund society Therefore the provisions of clause of paragraph 4 of the order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internal controls we are of the opinion that the company has maintained proper records of dealing or trading in share securities debentures and other investments and timely entries have been made therein we also report that the company has held the share securities debentures and other investment in its own name.

(xv) The company has not given any guarantee for loans taken by other from bank or financial institutions.

(xvi) According to information and explanations given to us the company has not raised any term loans hence clause (xvi) of paragraph 4 of the order is not applicable to the company.

(xvii) In our opinion and according to the information and explanation given to us and an overall examination of the Balance Sheet of the company we are of the opinion that no funds raised on short term basis that have been used for a long term investment.

(xviii) During the year the company has not made any preferential allotment of shares.

(xix) The company has not issued debentures and hence requirement of reporting regarding creation of security or change in respect of debentures issued does not arise.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed and as per information and explanation given by the management we report that no fraud on or by the company had been noticed or reporting during the year.

For Chaudhry Vigg James & co Chartered Accountants Firm Regn. No.000949n

sd/-

B B Chaudhry partner Membership No.014231

Place: New Delhi

Date : 24th May,2013


Mar 31, 2012

1) We have audited the attached Balance Sheet of DB (International) Stock Brokers Ltd. as at 31st March, 2012 and also the Profit and Loss Statement and Cash Flow Statement for the year ended annexed thereto, which we have signed under reference to this report. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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) Amendment Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub section (4A) of section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

a) We have 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, proper books of accounts as required by law have been kept by the company as far as appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Profit & Loss Statement and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act;

e) On the basis of 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 explanation given to us, said statement of accounts read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

I) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2012

II) In the case of the Profit & Loss Statement, 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 for the year ended on that date;

ANNEXURE TO THE AUDITORS' REPORT

(i) In respect of Fixed Assets:

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

(b) As explained to us, all the 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 the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) In respect of Inventories:

The company does not hold any Inventory at the end of the year; hence clause (ii) of the Order is not applicable to the company.

(iii) In respect of 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) In our opinion and according to the Information and Explanations given to us, 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. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) o': paragraph 4 of the Order are not applicable.

(b) The company has also not granted any unsecured loan to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

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

(v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanation given to us, there have no transactions been made in pursuance of contracts or arrangements, that need to be entered in the Register maintained under section 301 of the Companies Act 1956. Hence, clause (v) of paragraph 4 of the Order is not applicable to the Company.

(vi) In our opinion and according to the information and explanation 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 and nature of its business.

(viii) The Central government has not prescribed maintenance of cost records under clause (d) of sub-section-(1) of section 209 of the Companies Act, 1956 in respect of certain manufacturing activities of the company. Therefore, the provisions of clause (viii) are not applicable to the company.

(ix) In respect of statutory dues:

According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty and excise duty were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

(x) The company does not have any accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given by the management, we are of the opinion that the company has not borrowed funds from the financial institutions, banks or debenture holders, hence clause (xi) of paragraph 4 of the order is not applicable to the company.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted 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/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of dealing or trading in shares, securities, debentures and other Investments and timely entries have been made therein. We also report that the company has held the shares, securities, debentures and other investment in its own name.

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to information and explanations given to us, the company has not raised any term loans; hence clause (xvi) of paragraph 4 of the Order is not applicable to the company.

(xvii) In our opinion and according to the information and explanation given to us and an overall examination of the Balance Sheet of the company, we are of the opinion that there is no funds raised on short term basis that have been used for long term investment.

(xviii) During the year, the company has not made any preferential allotment of shares.

(xix) The company has not issued debentures and hence requirement of reporting regarding creation of security or charge in respect of debentures issued does not arise.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

FOR CHAUDHRY VIGG JAMES & CO

Chartered Accountants

Firm Regn. No. 000949N

Sd/-

B B Chaudhry

Partner

Membership No: 014231

Place :New Delhi

Date : 25th May, 2012


Mar 31, 2011

1) We have audited the attached Balance Sheet of DB (International) Stock Brokers Ltd. as at 31st March, 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended annexed thereto, which we have signed under reference to this report. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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) Amendment Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub section (4A) of section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

a) We have 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, proper books of accounts as required by law have been kept by the company as 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 account;

d) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act;

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 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 explanation given to us, said statement of accounts read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

I) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011

II) In the case of the Profit & 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 for the year ended on that date;

ANNEXURE TO THE AUDITORS' REPORT

(i) In respect of Fixed Assets:

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

(b) As explained to us, all the 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 the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) In respect of Inventories:

The company does not hold any Inventory at the end of the year; hence clause (ii) of the Order is not applicable to the company.

(iii) In respect of 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) In our opinion and according to the Information and Explanations given to us 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. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

(b) The company has also not granted any unsecured loan to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

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

(v) In respect of Contracts or arrangements referred to in section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanation given to us, there have no transactions been made in pursuance of contracts or arrangements, that need to be entered in the Register maintained under section 301 of the Companies Act 1956. Hence, clause (v) of paragraph 4 of the Order is not applicable to the Company.

(vi) In our opinion and according to the information and explanation 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 and nature of its business.

(viii) The Central government has not prescribed maintenance of cost records under clause (d) of sub-section-(1) of section 209 of the Companies Act, 1956 in respect of certain manufacturing activities of the company. Therefore, the provisions of clause (viii) are not applicable to the company.

(ix) In respect of statutory dues:

According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, income tax and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty and excise duty were outstanding, as at 31st March, 2011 for a period of more than six months from the date they become payable.

(x) The company does not have any accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given by the management, we are of the opinion that the company has not borrowed funds from the financial institutions, banks or debenture holders, hence clause (xi) of paragraph 4 of the order is not applicable to the company.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted 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/nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that the company has maintained proper records of dealing or trading in shares, securities, debentures and other Investments and timely entries have been made therein. We also report that the company has held the shares, securities, debentures and other investment in its own name.

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to information and explanations given to us, the company has not raised any term loans; hence clause (xvi) of paragraph 4 of the Order is not applicable to the company.

(xvii) In our opinion and according to the information and explanation given to us and an overall examination of the Balance Sheet of the company, we are of the opinion that no funds raised on short term basis that have been used for long term investment.

(xviii) During the year, the company has not made any preferential allotment of shares.

(xix) The company has not issued debentures and hence requirement of reporting regarding creation of security or charge in respect of debentures issued does not arise.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

FOR AGRAWAL DUGAR & ASSOCIATES Chartered Accountants

Firm Regn. No. 005840N

Sd/-

Vinod Kumar Dugar

Partner

Membership No: 084262

New Delhi

Date: 13th May, 2011