Auditor Report of Krishna Capital & Securities Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. KRISHNA CAPITAL & SECURITIES LIMITED, AHMEDABAD, the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility forthe 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 and presentation 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, includingthe Accounting Standards specified underSection 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 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 true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

A. in the case of the Balance Sheet, of the state of affairs of the Krishna Capital & Securities Limited as at March 31,2015;

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

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

Report on other Legal and Regulatory Requirements

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

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

A. We have sought and obtained all the information and explanations which to the best of our knowledgeand beliefwere necessary for the purposes of ouraudit.

B. In our opinion proper books of account as required by law have been kept by the Krishna Capital & Securities Limited so far as appears from our examination of those books.

C. the Balance Sheet, the 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 underSection 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 31st 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 Auditors) Rules, 2014 and in our opinion and to our best of our information and according to the explanations given to us:

1. The company does not have any pending litigations which would impact financial positions.

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

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

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

A. The Company has maintained proper records showing full particulars, including Quantitative details and situation of fixed assets

B. The Company has a regular Programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner during the year under review. In accordance with this Programme, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

C. As explained to us, inventories were physically verified by the management at Resonable intervals during the year

D. In our opinion & according to the information & explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable & adequate in relation to the size of the company & nature of its business.

E. In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. There were no material discrepancies found during the verification reported to us.

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

G. As the company has not granted any loans to any party covered in the register maintained under section 189 of the Companies Act, 2013, the question of regularity of Interest does not arise. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

H. As the company has not granted any loans to any party covered in the register maintained under section 189 of the Companies Act, 2013 the comments on overdue amounts is not applicable.

I. 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 and fixed assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

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

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

L. There were no statutory dues pending from the Company's side during the year.

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

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

O. The Company has not given any kind of guarantee during the year.

P. The Company did not have any term loans outstanding during the year.

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

For, K.G Vakharia & Co Chartered Accountants FRN No.: 117022W

(CA Kalpesh Vakharia) M. No: 102521

Date: May 29, 2015 Place: Ahmedabad

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Mar 31, 2014

We have audited the accompanying financial statements of Krishna Capital & Securities 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 then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the 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 of the Company for the year ended on that date, &

(c) In the case of the Cash Flow Statement, of the cash flows 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 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 ("The Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 ("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 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 the Cash Flow Statement dealt with this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31 March, 2014 taken on record by the Board of Directors, We Report that none of the directors are disqualified as on 31 March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditors Report

Based on the audit procedures performed for the purpose of reporting a true & fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit we report that:

1 In respect of its fixed assets:

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2 In respect of its inventories:

(a) Inventory has been physically verified by the management at reasonable intervals during the year.

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

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3 In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies Act-1956.

(b) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clause (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(c) As per Information & Explanation given to us the company has not granted any loan u/s 301 of the companies Act so Receipt of Principal & Interest thereon is Not Applicable

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

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

(f) 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 Act. Accordingly, clause (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(g) The Company has not taken any loan so Payment of Interest & Principal is Not Applicable

4 In respect of internal control

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

5 In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

According to the information and explanation 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 have been entered in the register required to be maintained under that section.

In our opinion and according to the information and explanation 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 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6 In respect of deposits from public

The company has not accepted any deposits from the public.

7 In respect of internal audit system

In our opinion, the Company does not have any adequate internal audit system commensurate with its size and nature of business.

8 In respect of maintenance of cost records

To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) section 209 of the companies Act, 1956 for the products of the company.

9 In respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, Cess 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, cess were in arrears, as at year end for a period of more than six months from the date they became payable.

10 In respect of accumulated losses and cash losses

The Company has accumulated losses as on 31st March 2014. The Company has not incurred cash losses during the current Financial Year

11 In respect of dues to financial institution / banks / debentures

The company has not defaulted in repayment of dues to financial institution, or a bank.

12 In respect of loans and advances granted on the basis of security

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 respect of provisions applicable to Chit fund

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 (as amended) are not applicable to the company.

14 In respect of dealing or trading in shares, securities, debentures and other investment

The Company is mainly dealing or trading in shares, securities, debentures and other investments, and proper records have been maintained of the said transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act;

15 In respect of guarantee given for loans taken by others

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In respect of application of term loans

According to information and explanation given to us and records examined by us, no term loans have been taken by the Company.

17 In respect of fund used

According to the information and explanations given to us and on overall examination of the balance sheet and cash flow statement of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18 In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19 In respect of securities created for debentures

The company has not issued any debentures during the year.

20 In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21 In respect of fraud

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place: Ahmedabad For K G Vakharia & Co Date : 29/05/2014 (Chartered Accountants) FRN. :117022W

Kalpesh Vakharia (Partner) Membership No : 102521

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Mar 31, 2013

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

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the 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, 2013;

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

(c) In the case of the Cash Flow Statement, of the cash flows 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 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 ("The Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 ("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 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 the Cash Flow Statement dealt with this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

Annexure to the Auditors Report

Based on the audit procedures performed for the purpose of reporting a true & fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal cousse of audit we report that:

1 In respect of its fixed assets:

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2 In respect of its inventories:

(a) Inventory has been physically verified by the management at reasonable intervals during the year.

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

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3 In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies Act-1956.

(b) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clause (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(c) As per Information & Explanation given to us the company has not granted any loan u/s 301 of the companies Act so Receipt of Principal & Interest thereon is Not Applicable

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

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

(f) 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 Act. Accordingly, clause (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(g) The Company has not taken any loan so Payment of Interest & Principal is Not Applicable

4 In respect of internal control

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

5 In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

According to the information and explanation 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 have been entered in the register required to be maintained under that section.

In our opinion and according to the information and explanation 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 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6 In respect of deposits from public

The company has not accepted any deposits from the public.

7 In respect of internal audit system

In our opinion, the Company does not have any adequate internal audit system commensurate with its size and nature of business.

8 In respect of maintenance of cost records

To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) section 209 of the companies Act, 1956 for the products of the company.

9 In respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, Cess 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, cess were in arrears, as at year end for a period of more than six months from the date they became payable.

10 In respect of accumulated losses and cash losses

The Company has accumulated losses of Rs 32,38,368 as on 31st March 2013. The Company has not incurred cash losses during the current Financial Year

11 In respect of dues to financial institution / banks / debentures

The company has not defaulted in repayment of dues to financial institution, or a bank.

12 In respect of loans and advances granted on the basis of security

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 respect of provisions applicable to Chit fund

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 (as amended) are not applicable to the company.

14 In respect of dealing or trading in shares, securities, debentures and other investment

The Company is mainly dealing or trading in shares, securities, debentures and other investments, and proper records have been maintained of the said transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act;

15 In respect of guarantee given for loans taken by others

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In respect of application of term loans

According to information and explanation given to us and records examined by us, no term loans have been taken by the Company.

17 In respect of fund used

According to the information and explanations given to us and on overall examination of the balance sheet and cash flow statement of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18 In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19 In respect of securities created for debentures

The company has not issued any debentures during the year.

20 In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21 In respect of fraud

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place: Ahmedabad For K G Vakharia & Co Date : 29/05/2013 (Chartered Accountants) FRN. :117022W

Kalpesh Vakharia (Partner) Membership No : 102521

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Mar 31, 2012

We have audited the attached Balance Sheet of Krishna Capital & Securities Limited as at 31st March, 2012 and also The Profit & Loss Account and Cash Flow Statement for the year ended On that date, annexed there to. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit Includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statement. An audit also includes accessing 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.

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 the said order.

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

1 We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit:

2 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.

3 The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of accounts.

4 In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub - sections (3C) of section 211 of the companies Act, 1956.

5 On the basis of written representation received from the Directors, as on 31st March, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a directors in terms of clause (g) of Sub Section (1) of section 274 of the Companies Act, 1956;

6 In our opinion and to the best of our information and according to the explanation given to us.

Read together with notes on accounts forming parts of the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with th accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the companies as at 31st March, 2012.

b) In the case of the Profit & Loss Accounts, of the Profit / Loss for the year ended on that date; and

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

Annexure to the Auditors Report

Based on the audit procedures performed for the purpose of reporting a true & fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal cousse of audit we report that:

1 In respect of its fixed assets:

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2 In respect of its inventories:

(a) Inventory has been physically verified by the management at reasonable intervals during the year.

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

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3 In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies Act-1956.

(b) In our opinion and according to the information and explanations given to us. The rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest to the company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest have been regular.

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(e) The company has taken loan unsecured loan from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the company.

(g) In respect of loans taken, repayments of principal interest have been regular.

4 In respect of internal control

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

5 In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

(a) According to the information and explanation 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 have been entered in the register required to be maintained under that sectip-rfc----

(b) In our opinion and according to the information and explanation 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 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6 In respect of deposits from public

The company has not accepted any deposits from the public.

7 In respect of internal audit system

In our opinion, the Company does not have any adequate internal audit system commensurate with its size and nature of business.

8 In respect of maintenance of cost records

To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) section 209 of the companies Act, 1956 for the products of the company.

9 In respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, Cess 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, cess were in arrears, as at year end for a period of more than six months from the date they became payable.

10 In respect of accumulated losses and cash losses

The Company has accumulated losses of Rs 26,18,838 as on 31st March 2012. The Company has not incurred cash losses during the current Financial Year

11 In respect of dues to financial institution / banks / debentures

The company has not defaulted in repayment of dues to financial institution, or a bank.

12 In respect of loans and advances granted on the basis of security

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 respect of provisions applicable to Chit fund

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 (as amended) are not applicable to the company.

14 In respect of dealing or trading in shares, securities, debentures and other investment

The Company is mainly dealing or trading in shares, securities, debentures and other investments, and proper records have been maintained of the said transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemotion. if anv. oranted under section 49 of the Act:

15 In respect of guarantee given for loans taken by others

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 In respect of application of term loans

According to information and explanation given to us and records examined by us, no term loans have been taken by the Company.

17 In respect of fund used

According to the information and explanations given to us and on overall examination of the balance sheet and cash flow statement of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18 In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19 In respect of securities created for debentures

The company has not issued any debentures during the year.

20 In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21 In respect of fraud

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Place: Ahmedabad For K G Vakharia & Co Date : 31st May 2012 (Chartered Accountants) FRN. :117022W



Kalpesh Vakharia (Partner) Membership No : 102521

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Mar 31, 2011

1. We have audited the attached Balance Sheet of KRISHNA CAPITAL & SECURITIES LIMITED as at 31st March 2011 and also the Profit and Loss Account and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management; Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 managements, 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 the said Order.

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

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

(b) In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books.

(c) The Balance Sheet and 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 and 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 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, and subject to

Read together with notes on accounts forming parts of the said accounts 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 31 st March 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 for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in Paragraph 3 of even date.

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

(b) The Management at reasonable intervals has physically verified these Fixed Assets and no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of Fixed Assets, which could not affect its continuation as a going concern.

II. (a) The physical verification of inventory has been conducted at reasonable intervals by the management.

(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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification

III. (a) The Company has taken unsecured loans from companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

Loan Taken (During year) From 3 Party Amount NIL

(b) The Company has granted unsecured loans to the companies, firms or other parties covered in the Register maintained under Section 301 of the Act.

Loan Granted (During year) to 2 parties Amount 130.26 Lacs

(c) The rate of interest and other terms and conditions of loans given or taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company;

(d) Payment of the principal amount as well as interest are regular;

(e) There are no overdue amounts more than 1.00 lac

IV. 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 regards to the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

V. (a) Based on our audit procedures applied by us and according to the information and explanations given by the management, we are of opinion that all the transactions that needed to be entered into the Register in pursuance of Section 301 of the Act have been entered in the Register to be maintained under that Section;

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements entered in the Register maintained under Section each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

VI. The Company has not accepted any deposits from the public,

VII. We are opinion that, the Company has an adequate internal audit system commensurate with the size and nature of its business;

VIII. Maintenance of cost records has not been prescribed by the Central Government under clause (d) of Sub-Section (1) of Section 209 of the Act,

IX. (a) According to records of the Company, the Company is regular in depositing undisputed statutory dues including Income-tax, Sales-tax, Wealth Tax, cess and any other statutory dues with the appropriate authorities;.

(b) On the basis of our examination of documents and records of the Company and according to the information and explanation given to us on enquiries in this regards there are no undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth Tax, cess outstanding as at the year end for a period of more than 6 months from the date they become payable.

(c) According to the information and explanation given to us there are no amount dues in respect of Income-tax, Sales-tax, Wealth Tax, cess outstanding on account of any dispute.

X. The Company has accumulated losses of Rs 62,95,789/- as on 31st March, 2011. The Company has incurred cash losses during the financial year and in the immediately preceding financial year are as below:- - During the year 2010 :- Amount Rs 23,55,711/-

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

(xii) The Company has not granted 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 or Mutual Benefit Fund/ Society. Therefore, the provisions of any special statute are not applicable to the Company.

(xiv) The Company is mainly dealing or trading in shares, securities, debentures and other investments, and proper records have been maintained of the said transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the Company, in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act;

(xv) According to information and explanation given by the management, in our opinion the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to information and explanation given to us and records examined by us, no term loans have been taken by the Company.

(xvii) On the basis of overall examinations of records, Balance Sheet and Cash Flow Statement of the Company and the information and explanation given to us by the management, the Company has not utilized the funds raised on short-term basis for long term basis for investment or vice versa.

(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 Act.

(xix) During the period the Company has not issued any type of Debentures.

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

(xxi) On the basis of our audit procedure performed and information and explanations given by the management, no fraud on or by the Company has been noticed or reported during the year.

For, KPSJ & ASSOCIATES Chartered Accountants

Place: Ahmedabad Date: 16/06/2011 [KEDAR RAMLADDHA] PARTNER M. NO. 101886