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Auditor Report of Wall Street Finance Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Wall Street Finance Limited ("the Company"), which comprise the Balance Sheet as at 31st March 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 of 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 financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 31st March 2015; and its profit and its cash flow for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note No.16 of the Financial Statements related to non-redemption of preference shares by Wall Street Commodities Private Limited and related winding up order passed by the High Court. No provision has been made for diminution in the value of such investment in preference shares for reasons specified in the said note

b) Note No. 30 of the Financial Statements, relating to applicability of Service Tax on MTSS Commission Income as per CBEC Circular No. 180/06/2014 dated 14th October 2014. The Company has not provided for the service tax on such income for the reasons specified in the said note.

Our opinion is not modified in respect of these matters.

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 paragraphs 3 and 4 of the Order.

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

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

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

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

d) In our opinion, the 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 31st March 2015 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 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 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 has disclosed the impact of pending litigations that affect its financial position in its financial statements - Refer Note No 28;

ii. We have not come across any cases of non-provision of material foreseeable losses, on long term contracts including derivative contracts under any applicable law or accounting standards;

iii. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company:

Particulars Amount (Rs.) Due Date Date of Transfer

Unclaimed Public Deposit 15,000 22/08/2013 04/06/2014 (& Interest thereon) 26,960 17/09/2013 04/06/2014

Unclaimed Dividend 359,089 21/10/2014 07/02/2015

The Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of the Independent Auditors' Report of even date to the members of Wall Street Finance Limited ('the Company') for the year ended on 31st March 2015. We report that:

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

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical assets have been noticed. In our opinion, the frequency of verification is reasonable.

2. (a) As explained to us, the inventory of foreign currency (excluding goods in transit) has been physically verified by the management during the year. In our opinion and according to information and explanation provided to us, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records and explanation provided to us, in our opinion, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventory of foreign currency, encashed travellers cheque and encashed money card as compared to book records.

3. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 the Companies Act, 2013. Accordingly paragraphs 3(iii) (a) to (b) of the Order are not applicable to the Company.

4. In our opinion and according to information and explanation given to us, there are generally adequate internal control systems commensurate with the size of the company and nature of its business for the purchase and sale of currency and purchase of fixed assets. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have not observed any major weakness in such internal control system.

5. The Company is Non Deposit Accepting Category of NBFC and does not accept any fresh deposit. In respect of deposit accepted earlier from public, in our opinion and according to the information and explanations given to us, the Company has complied with the directions issued by the Reserve Bank of India under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

6. As informed to us, the Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act for any of the products of the Company.

7. (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 generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service 1 tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

l (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account of any dispute except other than stated below:

Sr. Name of the Nature of Amount No. Statute Dues (Rs. In lacs)

1 Income Tax Act, TDS 35.23 1961

Name of the Statute Period to Forum where which Amount dispute is relates pending

Income Tax Act 1961 AY 2008-09 to DCIT - CPC AY 2015-16 TDS

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

8. The Company does not have accumulated losses as at 31st March 2015. It has not incurred cash losses in the current financial year and in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

10. 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. Therefore, the provision of clause 3(x) is not applicable to the Company.

11. In our opinion and according to the information and explanations given to us, the Company has not raised any new term loans during the year. The term loan outstanding at the beginning of the year has been applied for the purpose for which they were raised.

12. 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 explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASA & Associates LLP Chartered Accountants FRN 009571N/N500006

Anil A. Mehta Place: Mumbai Partner Date : 30th May 2015 Membership No. F - 30529




Mar 31, 2014

We have audited the accompanying financial statements of WALL STREET FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year 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 fair 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 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 31st March 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 flow of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the Directors as on 31st March 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 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 AUDITORS'' REPORT

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Auditors'' Report of even date to the members of WALL STREET FINANCE LIMITED on the financial statements for the year ended 31st March 2014]

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

(b) The Company has initiated the physical verification of the fixed assets during the year on phase basis. The discrepancies noticed on physical verification of fixed assets have been properly dealt with in the books of accounts.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year and do not affect the going concern .

2. (a) As explained to us, the inventory of foreign currency (excluding goods in transit) has been physically verified by the management during the year. In our opinion and according to information and explanation provided to us, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records and explanation provided to us, in our opinion, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventory of foreign currency, encashed travellers cheque and encashed money card as compared to book records.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 301 the Companies Act, 1956. Accordingly paragraphs 4(iii)(b) to (d) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii) (f) and (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase and sale of currency and purchase fixed assets. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us during the course of audit, we have not come across of any major weakness in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company is Non Deposit Accepting Category of NBFC and does not accept any fresh deposit. In respect of deposit accepted earlier from public, in our opinion and according to the information and explanations given to us, the Company has complied with the directions issued by the Reserve Bank of India under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

7. The Company has a system of Concurrent Audit, as required by Reserve Bank of India, and Internal Audit conducted by Independent Firms of Chartered Accounts. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for any of the products of 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 generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales-tax, wealth tax, service tax, cess and other material statutory dues as applicable with the appropriate authorities.

(b) There were no undisputed amount payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, cess and other material statutory dues in arrears as at March 31, 2014 for a period more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of income tax, value added tax, central sales tax, service tax, custom duty, excise duty and cess as at 31st March, 2013 which have not been deposited on account of any dispute. Except as stated in table below

Sr. Name of the Nature of Amount (Rs. Period to Forum where No. Statute Dues In lacs) which Amount dispute is relates pending

1 Income Tax TDS 81.41 AY 2008-09 DCIT - CPC Act, 1961 to TDS AY 2014-15 10. The Company does not have accumulated losses as at March 31, 2014. It has not incurred cash losses in the current financial year and in the immediately preceding financial year.

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

12. Based on our examination of the records and according to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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 information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of Clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company. The Company is holding government-approved securities and certain shares as Investments for which proper records have been kept.

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. Therefore, the provision of Clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any new term loans during the year. The term loan outstanding at the beginning of the year has been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the company has not issued any debentures during the year, hence the question of creation of security or charge in respect of debentures issued does not arise.

20. As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues.

21. 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 explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASA & Associates LLP Chartered Accountants FRN 009571N/N500006

Place: Mumbai Anil A. Mehta Date : 14th May 2014 Partner - (F-30529)


Mar 31, 2013

Report on the Financial Statement

We have audited the accompanying financial statements of WALL STREET FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year 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 fair 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. j

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

Opinion

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

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

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

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

Emphasis of Matter

We draw attention to Note. 15.1 to the Financial Statements which state that the appeal filed by the Company for recovery of old insurance claim relating to loss of currency amount of Rs. 211.80 Lacs in the year 2003- 04 to set aside the court''s earlier dismissal has been admitted by High Court. The recovery of the insurance claim is dependent on the outcome of such appeal. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were/iecessary 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Auditors'' Report of even date to the members of WALL STREET FINANCE LIMITED on the financial statements for the year ended March 31, 2013]

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

(b) The Company has initiated the physical verification of the fixed assets during the year on phase basis. The discrepancies noticed on physical verification of fixed assets have been properly dealt with in the books of account.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year and do not affect the going concern.

2. (a) As explained to us, the inventory of foreign currency (excluding goods in transit) has been physically verified by the management during the year. In our opinion and according to information and explanation provided to us, the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records and explanation provided to us, in our opinion, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventory of foreign currency, encashed travellers cheque and encashed money card as compared to book records.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 301 the Companies Act, 1956. Accordingly paragraphs 4(iii)(b) to (d) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken loan from parties covered in the register maintained under section 301 of the Companies Act, j 1956. Accordingly paragraphs 4(iii) (f) and (g) of the Order are not applicable to the Company. j

4. In our opinion and according to the information and explanations given to us, there are generally adequate J internal control systems commensurate with the size of the Company and the nature of its business fori purchase and sale of currency and purchase fixed assets. Further, on the basis of our examination of I the books and records of the Company and according to the information and explanations given to us during the course of audit, we have not come across of any major weakness in the aforesaid internal control system.

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

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company is Non Deposit Accepting Category of NBFC and does not accept any fresh deposit. In respect of deposit accepted earlier from public, in our opinion and according to the information and explanations given to us, the Company has complied with the directions issued by the Reserve Bank of India under the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

7. The Company has a system of Concurrent Audit, as required by Reserve Bank of India, and Internal Audit conducted by Independent Firms of Chartered Accounts. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of 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 generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees''state insurance, income- tax, sales-tax, wealth tax, service tax, cess and other material statutory dues as applicable with the appropriate authorities.

(b) There were no undisputed amount payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, cess and other material statutory dues in arrears as at March 31, 2013 for a period more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

10. The Company''s accumulated losses as at March 31, 2013 are less than fifty percent of its networth. It has not incurred cash losses in the current financial year. However, it has incurred cash losses in the immediate precceding financial year.

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

12. Based on our examination of the records and according to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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 information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company. The Company is holding government-approved securities and certain shares as Investments for which proper records have been kept.

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. Therefore, the provision of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any new term loans during the year. The term loan outstanding at the beginning of the year, has been applied for the purpose for which they were raised.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the company has not issued any debentures during the year, hence the question of creation of security or charge in respect of debentures issued does not arise.

20. As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues.

21. 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 explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. For ASA & Associates

Chartered Accountants

(Registration No. 009571N)

Place: Mumbai Anil A. Mehta

Date : 10th May 2013 Partner

(F-30529)


Mar 31, 2011

1. We have audited the attached Balance Sheet of WALL STREET FINANCE LIMITED (the Company), as at March 31, 2011, the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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, 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 and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 explanations given to us, the said financial statements read with the significant accounting policies and other 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 March 31, 2011;

(ii) in the case of the Profit and Loss Account, of the profit 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 AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date on the financial statements for the year ended March 31, 2011]

1. (a) The Company has maintained records to show particulars of its fixed assets, which are in the process of being updated.

(b) As explained to us, the Company has carried out physical verifi cation of assets and no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The assets disposed of during the year are not significant and do not affect the going concern assumption.

2. (a) As explained to us, the stocks of foreign currency has been physically verified by the management during the year. In our opinion and according to the information and explanations provided to us, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations provided 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 provided to us, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of stocks of foreign currency as compared to book records.

3. In our opinion and according to the information and explanations given to us, the Company has not granted any loans to companies listed in the register maintained under section 301 the Companies Act, 1956. Accordingly paragraphs 4(iii) (b) to (d) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, the Company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii) (f) and (g) of the Order are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase and sale of foreign currency and fixed assets.

6. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. The Company is Non Deposit (ND) Accepting category of NBFC and does not accept any fresh deposit. In respect of deposits accepted earlier from public, in our opinion and according to the information and explanations given to us, the Company has complied with the directions issued by the Reserve Bank of India under the Non-Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions 1998. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order from Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or Tribunal with regard to deposits.

8. The Company has a system of Concurrent Audit, as required by Reserve Bank of India, and Internal Audit conducted by independent firms of Chartered Accountants. In our opinion, such Internal Audit System is commensurate with the size and nature of Company's business.

9. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products / activities of the Company.

10. (a) According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, there has not been undisputed statutory dues in arrears, as at March 31, 2011 for a period of more than six months from the date they became payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues applicable to the Company.

(c) According to the information and explanations given to us and the records of the Company examined by us, there are no cases of disputed dues in respect of sales tax / wealth tax / custom duty / excise duty / income tax / service tax and cess except following income tax demands :-

Name of the Nature of dues Amount Periods to Forum where statute (Rs. which the the dispute lacs) amount is pending relates (A.Y.)

Income Tax Act Income tax 1.37* 2003-04 CIT Appeal liability

Income Tax Act Disallowance 31.72* 2003-04 ITAT of NPA provi -sion while computing taxable income

*Disputed liability has been adjusted against refunds of various years.

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

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

13. Based on our examination of the records and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

15. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company. The Company is holding government-approved securities and certain shares as Investments for which proper records have been kept.

16. 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. Therefore, the provision of clause (xv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

17. In our opinion and according to the information and explanations given to us, the Company has not raised any new term loans during the year. The term loan outstanding at the beginning of the year, have been applied for the purposes for which they were raised.

18. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on a short-term basis have, prima-facie, not been used for long-term investment.

19. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. According to the information and explanations given to us, the Company has not issued any debentures during the year, hence the question of creation of security or charge in respect of debentures issued does not arise.

21. As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues.

22. According to the information and explanations given to us, two cases of fraud, noticed at 2 branches, involving an aggregate amount of Rs.8.38 lacs towards misappropriation of funds have been committed on the Company during the year. Necessary insurance claims have been made for such misappropriation and in the opinion of the Company, the claims are expected to be recovered.

For ASA & Associates Chartered Accountants (Registration No. 009571N)

Anil A. Mehta Place: Mumbai Partner Date : 30th May 2011 Membership No. F-30529


Mar 31, 2010

1. We have audited the attached Balance Sheet of WALL STREET FINANCE LIMITED (the Company), as at March 31, 2010, the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 signifcant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed 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, 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 and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 financial statements read with the signifcant accounting policies and other 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 March 31, 2010;

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

iii) in the case of the Cash Flow Statement of the cash fows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 3 of the Auditors Report of even date on the financial statements for the year ended March 31, 2010]

1. (a) The Company has maintained records to show particulars of its fixed assets, which are in the process of being updated.

(b) As explained to us, the Company has carried out physical verifcation of certain assets of certain units and discrepancies noticed have been properly dealt with in the accounts. With respect to remaining fxed assets, discrepancies, if any, will be dealt with afiter completion of physical verifcation of such assets.

(c) The assets disposed of during the year are not signifcant and do not affect the going concern assumption.

2. (a) As explained to us, the stocks of foreign currency has been physically verifed by the management during the year. In our opinion and according to information and explanation provided to us, the frequency of verifcation is reasonable.

(b) In our opinion and according to information and explanations provided to us, the procedures of physical verifcation 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 information and explanations provided to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of stocks of foreign currency as compared to book records were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to companies listed in the register maintained under section 301 the Companies Act, 1956. Accordingly paragraphs 4(iii) (b) to (d) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has taken loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount of such loans outstanding during the year was Rs. 3,795/- lacs and year end balance was Nil.

(c) In our opinion the rate of interest & other terms and conditions of loans taken by the company are prima facie, not prejudicial to the interest of the company.

(d) According to the information and explanations given to us, the Company has been regular in payment of interest and repayment of principal amount where stipulated.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase and sale of foreign currency and fixed assets.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, in respect of deposits accepted from public, the company has complied with the directions issued by the Reserve Bank of India under the Non Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions, 1998. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order from Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or Tribunal with regard to deposits.

7. The Company has a system of Concurrent Audit, as required by Reserve Bank of India, and Internal Audit conducted by independent ?frms of Chartered Accountants which is supplemented by a separate Management Audit. In our opinion, such Internal Audit System is commensurate with the size and nature of companys business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

9. (a) According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, there has not been undisputed statutory dues in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues applicable to the Company.

(c) According to the information and explanations given to us, there are no statutory dues, which have not been deposited on account of any dispute.

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

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. Based on our examination of the records and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund/society. Therefore, the provision of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company. The Company is holding government-approved securities and certain shares as Investments for which proper records have been kept.

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. Therefore, the provision of clause (xv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not availed any term loans during the year and hence, the provision of clause (xvi) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

17. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on a short-term basis have, prima-facie, not been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year, hence the question of creation of security or charge in respect of debentures issued does not arise.

20 As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues.

21. Based on our audit procedures performed and information and explanations given to us by the management, we have neither come across instances of material frauds on or by the Company, noticed or reported during the year.

For ASA & Associates

Chartered Accountants

(Registration No. 009571N)

Anil A. Mehta

Partner

Membership No. F-30529

Place: Mumbai

Date : 31st July, 2010

 
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