Auditor Report of Arihants Securities Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. Arihant's Securities Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, 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 in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true ana 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these 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 procedure 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 of 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order,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 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 it 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 7 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements)

The Annexure referred to in our report to the members of Arihant Securities Limited ("the Company") for the year ended 318t March, 2015. We report that:

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

1. (b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories (shares). No material discrepancy was noticed on physical verification of stocks by the management as compared to book records

3. The Company has not granted any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 189 of the act.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

6. As informed to us, the Central government has prescribed maintenance of cost records under sub-section (1) of section 148 of the Act, and such Accounts & Records have been made and maintained.

7. (a) Accordingto the information and explanations given to us and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax deducted at source, Excise Duty, Customs Duty, Employees State Insurance Fund, Cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Provident Fund, Tax deducted at source, Excise Duty, Service Tax, Customs Duty, Employees State Insurance Fund and Cess which have not been deposited with appropriate authorities on account of any dispute.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

12. The Company has not taken any Term Loan during the year. Hence the provision of clause 3 (xi) of the Order is not applicable to the Company.

13. Based on the audit procedures performed and the information and explanations given to us and during the course of our examination of the books and records of the company, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management

For N.R. KRISHNAMOORTHY & CO., Chartered Accountants FRN : 001492S. Sd/- N.R. KRISHNAMOORTHY Place: Chennai Partner Date: 30.05.2015 Membership No.: 020638

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. Arihant''s Securities Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information..

Management''s Responsibility forthe 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 the Section 211 of the Companies Act, 1956 ("the Act") read with the General circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 procedure 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 of 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 318t March 2014;

ii. in the case of the Statement of Profit and Loss, of the Profit for the yearended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the yearended 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, 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 forthe 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 ourexamination of those books.

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Referred to In paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory Requirements")

The Annexure referred to in our report to the members of Arihant''s Securities Limited ("the Company") fortheyearended 31st March, 2014. Wereportthat:

(i) (a) The Company has maintained records showing full particulars including quantitative details and situation offixed assets.

(b) As explained to us the fixed assets have been physically verified by the Management, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As explained to us no material discrepancies have come to the notice on such physical verification.

(c) The company has not disposed offanyfixed assets during the year so as to affect its going concern assumption.

(ii) (a) As explained to us, the inventories have been verified by the management with the supporting evidence during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Managementare 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 records of inventory, we are of the opinion that the Company is maintaining proper records of inventory (shares). No discrepancies were noticed on verification between the dematerialized stocks, physical certificates of stocks and the book records.

(iii) (a) The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not granted any loan secured or unsecured to companies, firms or 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 explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for thesale of goods and services. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed ofany instance of major weakness in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the Register maintained under the said Section have been entered in the said Register.

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

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 or any other relevant provisions of the Act and the rules made thereunder.

(vii) In our opinion, the Company has an internal audit system, commensurate with the size and nature of business.

(viii) The company has not been required by the Central Governmentto maintain cost records under section 209 (1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Tax deducted at source, Excise Duty, Customs Duty, Employees State Insurance Fund, Cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at31st March 2014fora period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Provident Fund, Tax deducted atsource, Excise Duty, Service Tax, Customs Duty, Employees State Insurance Fund and Cess which have not been deposited with appropriate authorities on accountof any dispute.

(x) The Company''s Accumulated losses at the end of the financial year are less than fifty percent of its net worth, and it has not incurred cash losses during the financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has no outstanding dues to a financial institution / bank.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has notgranted any loans and /or advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) Based on our audit procedures and according to the information and explanations provided to us by the management, we are of the opinion that the Company has maintained proper records in respect of the trading transactions and contracts of shares, securities, debentures and other investment. Also, the Company has accounted such transaction on date of transactions further, the investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

(xvi) The Company has nottaken any Term Loan during theyear.Hence the provision of clause4(xvi) of the Order is notapplicable to the Company.

(xvii) The Company has not raised funds on short term basis during the year and hence the provisions of clause 4 (xvii) of the Order are not applicable to the Company.

(xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the CompaniesAct, 1956 during the year.

(xix) No debentures have been issued by the Company during theyear.Hence the provisions of clause4(xix) of the Order are notapplicable to the Company

(xx) l During the year Company has not raised money by way of public issue. Hence the provisions of clause 4(xx) of the Order are notapplicable to the Company.

(xxi) During the course of our examination of the books of account, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of any such case by the Management.

For N.R. KRISHNAMOORTHY & CO.,

Chartered Accountants FRN : 001492S.

Sd/- N.R. KRISHNAMOORTHY Place: Chennai Partner Date: 30.05.2014 Membership No.: 020638

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Mar 31, 2013

1. We have audited the accompanying financial statements of M/s. Arihanfs Securities Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information and issued our Audit opinion dated 30* May, 2013 thereon. 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. Our Audit was conducted in the manner specified in paragraph 2 of the Audit Report.

2. As required by the "Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008", issued by the Reserve Bank of India ("the Bank" or RBI) and amended from time to time ("the Directions"), and based on our audit referred to in paragraph 1 above and based on the information and explanations given to us which to the best of our knowledge and belief were necessary for this purpose, we report hereunder on the matters specified in paragraph 3 of the Directions:

a. The Company is engaged in the business of Non-Banking Financial Institution (''NBFI'') as defined in section 45-l(a)of the Reserve BankoflndiaAct, 1934 (''the Act'') during the year ended 31st March, 2013 and it has obtained Certificate of Registration No.: 07.00211 dated 1st April, 1998 from Reserve Bank of India;

b. Based on the asset/income pattern as on March 31, 2013 determined by the Management in accordance with the audited financial statements for the year ended as on that date, and with reference to paragraph 15 of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, the Company is entitled to continue to hold such Certificate of Registration;

c. Based on the criteria set forth by the Bank in Circular No. DNBS.PD. CC No. 85 / 03.02.089 /2006-07 dated December 6, 2006 for classification of NBFCs, the Company has been correctly classified as Investment Company as defined in Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 with reference to the business carried on by it during the financial year ended March 31,2013;

d. The Board of Directors in their meeting held on April 2, 2012 has passed a resolution for non- acceptance of any public deposits without prior approval of Reserve Bank of India in writing;

e. The Company has not accepted any public deposits during the year ended March 31, 2013;

f. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 forthe year ended March 31,2013;

For N.R.KRISHNAMOORTHY & CO.,

Chartered Accountants

Sd/-

N.R.KRISHNAMOORTHY

Place :Chennai Partner

Date : 30.05.2013 Membership No.: 020638

FRN:001492S

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Mar 31, 2012

1. We have audited the attached Balance Sheet M/s. Arihant's Securities Limited as at March 31, 2012 and the Profit and Loss Account and the Cash Flow Statement for the year ended March 31, 2012. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies Auditors Report Order, 2003 and amended by the Companies Auditors Report (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, on the basis of such checks as we considered appropriate and the information and explanations given to us during the course of the audit of the books and accounts, we enclose in the Annexure a statement on the matters specified in the said order.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books.

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the cash flow statement dealt by with this report have been prepared in all material respects in compliance with the applicable accounting standards issued by the Institute of Chartered Accountants of India referred to in Section 211(3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors as on March 31, 2012 and taken on record by the Board of directors of the company, none of the directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement, read together with significant accounting policies and the notes thereon give in the prescribed manner the information required by the Companies Act, 1956 of India 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, the state of affairs of the company as at March 31,2012 and

b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ARIHANT'S SECURITIES LIMITED FOR THE YEAR ENDED 31ST MARCH 2012

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

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noted on such verification.

c. The company has not disposed off substantial part of its fixed assets during the year.

2. a. As informed to us, the inventories, have been verified by the management with the supporting evidence during the year. In our opinion, the frequency of verification is reasonable.

b. The procedures of verification of inventory followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory (shares). We are informed that no discrepancies were noticed on verification between the dematerialized stocks, physical certificates of stocks and the book records.

3. a. 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.

b. The company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered,

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

6. The company has not accepted deposits from the public.

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

8. The company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee state insurance fund, income tax, sales tax, customs duty, excise duty and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

10. The Company's Accumulated losses at the end of the financial year are less than fifty percent of its net worth, and it has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the company has no outstanding dues to a financial institution/bank.

12. In our opinion and according to the information and explanations given to us, the company has not granted 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

14. Based on our audit procedures and according to the information and explanations provided to us by the management, we are of the opinion that the Company has maintained proper records in respect of the trading transactions and contracts of shares, securities, debentures and other investment. Also, the Company has accounted such transaction on date of transactions further, the investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not taken any term loan during the year covered by our audit.

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

18. According to the information and explanations given to us, 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.

19. According to the information and explanations given to us, the company has not issued any debentures during the period covered by our audit.

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

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For N.R. KRISHNAMOORTHY & CO.,

Chartered Accountants

FRN : 001492S.

Sd/-

N.R. KRISHNAMOORTHY

Place: Chennai Partner

Date: 03.09.2012 Membership No.: 020638

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Arihant's Securities Limited as at March 31,2011 and the Profit and Loss Account and the Cash Flow Statement for the year ended March 31, 2011. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies Auditors Report Order, 2003 and amended by the Companies Auditors Report (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, on the basis of such checks as we considered appropriate and the information and explanations given to us during the course of the audit of the books and accounts, we enclose in the Annexure a statement on the matters specified in the said order.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from ourexamination of those books.

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the cash flow statement dealt by with this report have been prepared in all material respects in compliance with the applicable accounting standards issued by the Institute of Chartered Accountants of India referred to in Section 211(3C)olW Companies Act, 1956.

v. On the basis of written representations received from the directors as on March 31, 2011 and taken on record by the Board of directors of the company, none of the directors is disqualified as on March 31, 2011 from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement, read together with significant accounting policies and the notes thereon give in the prescribed manner the information required by the Companies Act, 1956 of India 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, the state of affairs of the company as at March 31,2011 and

b) In the case of the Profit and Loss Account, of the Profit for the yearended on that date.

c) In the case of the Cash Flow Statement, of the Cash flow for the yearended on that date.

ANNEXURE referred to in paragraph 3 of ourreport of even date to the members of ARIHANT'S SECURITIES LIMITED for the year ended 31st March 2011

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

b. All the assets have not been physically verfied by the management during the year but there is a regular programme of verfication, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noted on such verfication.

c. The company has not disposed off substantial part of its fixed assets during the year.

2. a. As informed to us, the inventories, have been verified by the management with the supporting evidence during the year. In our opinion,the frequency of verfication is reasonable.

b. The procedures of verification of inventory followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory (shares). We are informed that no discrepancies were noticed on verification between the dematerlalized stocks, physical certificates of stocks and the book records.

3. a. The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintaining under section 301 of the Companies Act, 1956.

b. The company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registermainted under section 301 of the companies Act, 1956 and exceeding in value of rupees Five Lakhs in respect of any party during the year have been deposits from the public.

6. The company has not accepted deposits from the public.

7. In our opinion, the company has an internal audit sysytem commensurate with the size nature of its business.

8. The company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee state insurance fund, income tax, sales tax, customs duty, excise duty and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

10. The company's Accumulated losses at the financial year are less than fifty percent of its worth, and it has incurred cash losses during the financial year.

11. In our opinion and according to the information and explanation given to us, the company has no outstanding dues to a financial institution/bank.

12. In our opinion and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Audits Report) order, 2003 are not applicable to the company.

14. Based on our audit procedures and according to the information and explanations provided to us by the management, we are of the opinion that the Company has maintained proper records in respect of the trading transactions and contracts of shares securities, debentures and other investment. Also, the company has accounted such transaction on date of transactions further, the investments have been held by the Company in its own name.

15. According to the information and explantions given to us, the Company has given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the Company has taken any term loan during the year covered by our audit.

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

18. According to the information and explanations given to us, the company has not made any preferntial allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, the company has not issued any debentures during the period covered by our audit.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explantions given to us, no fraud on or by the company has been notice or reported during the course of our audit.

For N.R. KRISHNAMOORTHY & CO., Chartered Accountants FRN : 001492S.

Sd/- N.R. KRISHNAMOORTHY Partner Place: Chennai Membership No.: 020638 Date: 31.05.2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet M/s. Arihants Securities Limited as at March 31, 2010 and the Profit and Loss Account and the Cash Flow Statement for the year ended March 31, 2010. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies Auditors Report Order, 2003 and amended by the Companies Auditors Report (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, on the basis of such checks as we considered appropriate and the information and explanations given to us during the course of the audit of the books and accounts, we enclose in the Annexure a statement on the matters specified in the said order.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books.

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the cash flow statement dealt by with this report have been prepared in all material respects in compliance with the applicable accounting standards issued by the Institute of Chartered Accountants of India referred to in Section 211 (3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors as on March 31, 2010 and taken on record by the Board of directors of the company, none of the directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement, read together with significant accounting policies and the notes thereon give in the prescribed manner the information required by the Companies Act, 1956 of India 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, the state of affairs of the company as at March 31,2010 and

b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE referred to in paragraph 3 of our report of even date to the members of ARIHANTS SECURITIES LIMITED for the year ended 31st March 2010

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

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed to us, no material discrepancies were noted on such verification

c. The company has not disposed off substantial part of its fixed assets during the year.

2. a. As informed to us, the inventories, have been verified by the management with the supporting evidence during the year. In our opinion, the frequency of verification is reasonable.

b. The procedures of verification of inventory followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory (shares). We are informed that no discrepancies were noticed on verification between the dematerialized stocks, physical certificates of stocks and the book records.

3. a. 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. b. The company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct majorweaknesses in internal controls.

5. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so entered. b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding in value of rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public.

7. In our opinion, the company has an internal auditsystem commensurate with the size and nature of its business.

8. The company has not been required by the Central Government to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee state insurance fund, income tax, sales tax, customs duty, excise duty and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31 st March 2010 for a period of more than six months from the date they became payable.

10. The Companys Accumulated losses at the end of the financial year are less than fifty percent of its net worth, and it has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the company has no outstanding dues to a financial institution / bank.

12. In our opinion and according to the information and explanations given to us, the company has not granted 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 or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

14. Based on our audit procedures and according to the information and explanations provided to us by the management, we are of the opinion that the Company has maintained proper records in respect of the trading transactions and contracts of shares, securities, debentures and other investment. Also, the Company has accounted such transaction on date of transactions further, the investments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not taken any term loan during the year covered by our audit.

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

18. According to the information and explanations given to us, 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.

19. According to the information and explanations given to us, the company has not issued any debentures during the period covered by our audit.

20. The company has not raised any money byway of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For N.R. KRISHNAMOORTHY & CO.,

Chartered Accountants.

Sd/-

N.R. KRISHNAMOORTHY

Partner

Place: Chennai Membership No.: 020638

Date: 29.05.2010 FRN:001492S