Auditor Report of Mehta Securities Ltd.

Dec 31, 2013

1. We have audited the attached Balance Sheet of Mehta Securities Limited as at December 31, 2013, and also the Profit & Loss Account of the Company 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) 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;

(ii) 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 such books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(iv) The Balance Sheet and the Profit & Loss Account dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on December 31, 2013 and taken on record by the Board of Directors, we report that none of its directors is disqualified as on December 31, 2013 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

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

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN THE PARAGRAPH 1 OF THE AUDITOR''S REPORT TO THE MEMBERS OF MEHTA SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st DECEMBER, 2013

1. Fixed Assets

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

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

(c) None of the Fixed Assets has been revalued during the year.

2. Investments

Investments are stated at cost and any diminution in the value if any, of a long-term nature has been provided for. There are current investments as well as long-term investments as per company''s objective and policy these are classified as per AS-13.

3. Stock / Investments.

(a) The stock of shares held as stock in trade has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion, the procedure of physical verification of stock of shares held as stock in trade followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies were noticed on physical verification of stock of shares as compared to book of records.

(d) On the basis of our explanation of stock records, in our opinion the valuation of stock of shares has been fair and proper in accordance with the normally accepted accounting principles.

4. Loans and Advances

Loans and Advances in the nature of loans, have not been given to employee and other parties.

5. Loans: (secured & unsecured)

According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b), (c), (d), (f) and (g) of the Order are not applicable.

6. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of equipments and other fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed, in the internal control systems.

7. According to the information and explanations given to us, there are no transactions of purchase of goods, materials and sale of goods, materials or services with any companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956 except at market prices and aggregating during the year to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted fixed deposits from the public and has complied with the directions issued by the Reserve Bank of India and the rules framed there under, wherever applicable.

9. In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and nature of is business.

10. Maintenance of Cost Records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company.

11. Statutory & Other Dues :

i. According to the information and explanations given to us and based on the records examined by us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income tax, Service tax, Cess and any other Statutory dues with the appropriate authorities during the year.

ii. There are no disputed dues in respect of Service tax, Income tax, Wealth tax, and Cess, which have not been deposited with the relevant authorities.

12. The Provident Fund Act is not applicable to the Company.

13. In relation to the service activities of the Company, there exists a reasonable Internal Control System commensurate with the size of the Company and the nature of its business.

14. In our opinion and on the basis of the information and explanation given to us, the services rendered by the Company do not require any allocation of man-hours.

15. The Company is not Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. The provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. The Company is investing in securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/ s.49 of The Companies Act, 1956.

18. No personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company neither has accumulated losses exceeding fifty percent of its net worth at the end of the financial year.

20. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not borrowed money from the Financial Institutions.

21. The Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

22. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

23. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not availed term loan during the year.

24. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

25. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

26. The Company has not issued any debentures during the year.

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

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

For DINESH K. SHAH & CO. Chartered Accountants

sd/- DINESH K. SHAH Partner

Membership no. F-010477 Ahmedabad, Dated: 15/04/2014

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Dec 31, 2012

1. We have audited the attached Balance Sheet of Mehta Securities Limited as at December 31, 2012, and also the Profit & Loss Account of the Company 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) 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;

(ii) 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 such books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(iv) The Balance Sheet and the Profit & Loss Account dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on December 31, 2012 and taken on record by the Board of Directors, we report that none of its directors is disqualified as on December 31, 2012 from being appointed as a director in terms of clause (g) of Sub- section (1) of Section 274 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 said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2012,

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT

ANNEXURE REFERRED TO IN THE PARAGRAPH 1 OF THE AUDITOR’S REPORT TO THE MEMBERS OF MEHTA SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST DECEMBER, 2012

1. Fixed Assets

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

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

(c) None of the Fixed Assets has been revalued during the year.

2. Investments

Investments are stated at cost and any diminution in the value if any, of a long-term nature has been provided for. There are current investments as well as long-term investments as per company’s objective and policy these are classified as per AS-13.

3. Stock / Investments.

(a) The stock of shares held as stock in trade has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion, the procedure of physical verification of stock of shares held as stock in trade followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies were noticed on physical verification of stock of shares as compared to book of records.

(d) On the basis of our explanation of stock records, in our opinion the valuation of stock of shares has been fair and proper in accordance with the normally accepted accounting principles.

4. Loans and Advances

Loans and Advances in the nature of loans, have not been given to employee and other parties.

5. Loans: (secured & unsecured)

According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b), (c), (d), (f) and (g) of the Order are not applicable.

6. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of equipments and other fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed, in the internal control systems.

7. According to the information and explanations given to us, there are no transactions of purchase of goods, materials and sale of goods, materials or services with any companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956 except at market prices and aggregating during the year to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted fixed deposits from the public and has complied with the directives issued by the Reserve Bank of India and the rules framed there under, wherever applicable.

9. In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and nature of is business.

10. Maintenance of Cost Records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company.

11. Statutory & Other Dues :

i. According to the information and explanations given to us and based on the records examined by us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income tax, Service tax, Cess and any other Statutory dues with the appropriate authorities during the year.

ii. There are no disputed dues in respect of Service tax, Income tax, Wealth tax, and Cess, which have not been deposited with the relevant authorities.

12. The Provident Fund Act is not applicable to the Company.

13. In relation to the service activities of the Company, there exists a reasonable Internal Control System commensurate with the size of the Company and the nature of its business.

14. In our opinion and on the basis of the information and explanation given to us, the services rendered by the Company do not require any allocation of man-hours.

15. The Company is not Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. The provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. The Company is investing in securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/ s.49 of The Companies Act, 1956.

18. No personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company neither has accumulated losses exceeding fifty percent of its net worth at the end of the financial year.

20. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not borrowed money from the Financial Institutions.

21. The Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

22. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

23. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not availed term loan during the year.

24. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

25. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

26. The Company has not issued any debentures during the year.

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

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

For DINESH K. SHAH & CO.

Chartered Accountants sd/-

DINESH K. SHAH

Partner

Membership

# F-010477 Ahmedabad,

Dated: 16/04/2013

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Dec 31, 2011

1. We have audited the attached Balance Sheet of Mehta Securities Limited as at December 31, 2011, and also the Profit & Loss Account of the Company 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) 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;

(ii) 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 such books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(iv) The Balance Sheet and the Profit & Loss Account dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on December 31, 2011 and taken on record by the Board of Directors, we report that none of its directors is disqualified as on December 31, 2011 from being appointed as a director in terms of clause (g) of Sub- section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2011,

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN THE PARAGRAPH 1 OF THE AUDITOR'S REPORT TO THE MEMBERS OF MEHTA SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST DECEMBER, 2011

1. Fixed Assets

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

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

(c) None of the Fixed Assets has been revalued during the year.

2. Investments

Investments are stated at cost and any diminution in the value if any, of a long-term nature has been provided for. There are current investments as well as long-term investments as per company's objective and policy.

3. Stock / Investments.

(a) The stock of shares held as stock in trade has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion, the procedure of physical verification of stock of shares held as stock in trade followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies were noticed on physical verification of stock of shares as compared to book of records.

(d) On the basis of our explanation of stock records, in our opinion the valuation of stock of shares has been fair and proper in accordance with the normally accepted accounting principles.

4. Loans and Advances

Loans and Advances in the nature of loans, have not been given to employee and other parties.

5. Loans: (secured & unsecured)

According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) (b), (c), (d), (f) and (g) of the Order are not applicable.

6. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of equipments and other fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed, in the internal control systems.

7. According to the information and explanations given to us, there are no transactions of purchase of goods, materials and sale of goods, materials or services with any companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956 except at market prices and aggregating during the year to Rs. 50,000/- or more in respect of each party.

8. The Company has not accepted fixed deposits from the public and has complied with the directives issued by the Reserve Bank of India and the rules framed there under, wherever applicable.

9. In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and nature of is business.

10. Maintenance of Cost Records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for the products manufactured by the Company.

11. Statutory & Other Dues :

i. According to the information and explanations given to us and based on the records examined by us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income tax, Service tax, Cess and any other Statutory dues with the appropriate authorities during the year.

ii. There are no disputed dues in respect of Service tax, Income tax, Wealth tax, and Cess, which have not been deposited with the relevant authorities.

12. The Provident Fund Act is not applicable to the Company.

13. In relation to the service activities of the Company, there exists a reasonable Internal Control System commensurate with the size of the Company and the nature of its business.

14. In our opinion and on the basis of the information and explanation given to us, the services rendered by the Company do not require any allocation of man-hours.

15. The Company is not Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. The provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. The Company is investing in securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/ s.49 of The Companies Act, 1956.

18. No personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company neither has accumulated losses exceeding fifty percent of its net worth at the end of the financial year.

20. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not borrowed money from the Financial Institutions.

21. The Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

22. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

23. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not availed term loan during the year.

24. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

25. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

26. The Company has not issued any debentures during the year.

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

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

For DINESH K. SHAH & CO. Chartered Accountants

sd/- DINESH K. SHAH Partner

Membership # 10477 Place: Ahmedabad, Dated: 16/04/2012

---

Dec 31, 2010

1. We have audited the attached Balance Sheet of Mehta Securities Limited as at December 31' 2010' and also the Profit & Loss Account of the Company 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining' on a test basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management' as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) 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;

(ii) 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 such books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(iv) The Balance Sheet and the Profit & Loss Account dealt with by this report' comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act' 1956;

(v) On the basis of written representations received from the directors as on December 31' 2009 and taken on record by the Board of Directors' we report that none of its directors is disqualified as on December 31' 2010 from being appointed as a director in terms of clause (g) of Sub- section (1) of Section 274 of the Companies Act' 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us' the said accounts give the information required by the Companies Act' 1956 in the manner so required' and give a true and fair view:

(a) in the case of the Balance Sheet' of the state of affairs of the Company as at December 31' 2010'

(b) in the case of the Profit & Loss Account' of the profit for the year ended on that date and

(c) in the case of Cash Flow Statement' of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT

ANNEXURE REFERRED TO IN THE PARAGRAPH 1 OF THE AUDITOR’S REPORT TO THE MEMBERS OF MEHTA SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST DECEMBER' 2010

1. Fixed Assets

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

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

(c) None of the Fixed Assets has been revalued during the year.

2. Investments

Investments are stated at cost and any diminution in the value if any' of a long-term nature has been provided for. There are current investments as well as long-term investments as per company’s objective and policy.

3. Stock / Investments.

(a) The stock of shares held as stock in trade has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion' the procedure of physical verification of stock of shares held as stock in trade followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies were noticed on physical verification of stock of shares as compared to book of records.

(d) On the basis of our explanation of stock records' in our opinion the valuation of stock of shares has been fair and proper in accordance with the normally accepted accounting principles.

4. Loans and Advances

Loans and Advances in the nature of loans' have not been given to employee and other parties.

5. Loans: (secured & unsecured)

According to the information and explanations given to us' the Company has neither granted nor taken any loan secured or unsecured to/from companies' firms or other parties covered in the register maintained under section 301 of the Companies Act' 1956. Accordingly' paragraph 4(iii) (b)' (c)' (d)' (f) and (g) of the Order are not applicable.

6. In our opinion and according to information and explanations given to us' there are adequate internal control procedures commensurate with the size of the Company and nature of its business' for the purchase of equipments and other fixed assets and for the sale of services. During the course of our audit' no major weakness has been noticed' in the internal control systems.

7. According to the information and explanations given to us' there are no transactions of purchase of goods' materials and sale of goods' materials or services with any companies' firms or other parties listed in the register maintained under section 301 of The Companies Act' 1956 except at market prices and aggregating during the year to Rs. 50'000/- or more in respect of each party.

8. The Company has not accepted fixed deposits from the public and has complied with the directives issued by the Reserve Bank of India and the rules framed there under' wherever applicable.

9. In our opinion' the Company has an adequate internal audit system commensurate with the size of the Company and nature of is business.

10. Maintenance of Cost Records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act' 1956 for the products manufactured by the Company.

11. Statutory & Other Dues :

i. According to the information and explanations given to us and based on the records examined by us' the Company has been generally regular in depositing undisputed statutory dues' including Provident Fund' Employees’ State Insurance' Income tax' Service tax' Cess and any other Statutory dues with the appropriate authorities during the year.

ii. There are no disputed dues in respect of Service tax' Income tax' Wealth tax' and Cess' which have not been deposited with the relevant authorities.

12. The Provident Fund Act is not applicable to the Company.

13. In relation to the service activities of the Company' there exists a reasonable Internal Control System commensurate with the size of the Company and the nature of its business.

14. In our opinion and on the basis of the information and explanation given to us' the services rendered by the Company do not require any allocation of man-hours.

15. The Company is not Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act' 1985.

16. The provisions of any special statute applicable to Chit Funds' Nidhi or Mutual Benefit Society do not apply to the Company.

17. The Company is investing in securities' debentures and other investments. All Shares' Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/ s.49 of The Companies Act' 1956.

18. No personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company neither has accumulated losses exceeding fifty percent of its net worth at the end of the financial year.

20. Based on the records examined by us and the information and explanations given to us' on an overall basis'' the company has not borrowed money from the Financial Institutions.

21. The Company has granted loans and advances on the basis of security by way of pledge of shares' debentures and other securities.

22. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

23. Based on the records examined by us and the information and explanations given to us' on an overall basis' the company has not availed term loan during the year.

24. As per the information and explanations given to us' on an overall basis' funds raised on short term basis have' prima facie' not been used during the year for long term purposes.

25. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act' 1956.

26. The Company has not issued any debentures during the year.

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

28. To the best of our knowledge and belief and according to the information and explanations given to us' no fraud on or by the Company was noticed or reported during the year.

For DINESH K. SHAH & CO.

Chartered Accountants

Sd/-

DINESH K. SHAH Partner

Membership # 10477

Ahmedabad'

Dated: 16/04/2011

---

Dec 31, 2008

1. We have audited the attached Balance Sheet of Mehta Securities Limited as at December 31, 2008, and also the Profit & Loss Account of the Company for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements, based on our audit. 2. We conducted our audit in accordance with 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 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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 such books;

(iii) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(iv) The Balance Sheet and the Profit &.Loss Account dealt with by this report, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations-received from the directors as on December 31, 2008 and taken on record by the Board of Directors, we report that none of its directors is disqualified as on December 31, 2008 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 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 said accounts give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2008,

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

ANNEXURE REFERRED TO IN THE PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS OF MEHTA SECURITIES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st DECEMBER, 2008

I. Fixed Assets

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

(b) All fixed assets have been physically verified,by the management at reasonable intervals, No material discrepancies were noticed on such verification,

(c) None of the Fixed Assets has been revalued during the year.

2. Investments

Investments are stated at cost and any diminution in the. value if any, of a long-term nature has been provided for. There are current investments as well as long-term investments as per companys objective and policy.

3. Stock / Investments.

(a) The stock of shares held as stock in trade has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion, the procedure of physical verification of stock of shares held as stock in trade followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) No discrepancies were noticed on physical verification of stock of shares as compared to book of records.

(d) On the basis of our explanation of stock records, in our opinion the valuation of stock of shares has been fair and proper in accordance with the normally accepted accounting principles.

4. Loans and Advances

Loans and Advances in the nature of loans, have not been given to employee and other parties.

5. Loans: (secured & unsecured)

According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii)(b), (c), (d), (f) and (g) of the Order are not applicable.

6. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of equipments and other fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed, in the internal control systems.

7. According to the information and explanations given to us, there are no transactions of purchase of goods, materials and sale of goods, materials or services with any companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956 except at market prices and aggregating during the year to Rs. 50,000/- or more in.respect of each party.

8. The Company has not accepted fixed deposits from the public and has complied with the directives issued by the Reserve Bank of India and the rules framed there under, wherever applicable.

9. In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and nature of is business.

10. Maintenance of Cost Records has!not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 for the products manufactured by the Company.

II. Statutory & Other Dues :

i. According to the information and explanations given to us and based on the records examined by us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income tax, Service tax, Cess and any other Statutory dues with the appropriate authorities during the year.

ii. There are no disputed dues in respect of Service tax, Income tax, Wealth tax, and Cess, which have not been deposited with the relevant authorities.

12. The Provident Fund Act is not applicable to the Company.

13. In relation to the service activities of the Company, there exists a reasonable Internal Control System commensurate with the size of the Company and the nature of its business.

14. In our opinion and on the basis of the information and explanation given to us, the services rendered by the Company do not require any allocation of man-hours.

15. The Company is not Sick industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

16. The provisions of any special statute applicable to Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. The Company is investing In securities, debentures and other investments. All Shares, Debentures or Other securities have been held by the company in its own name except to the extent of the exemption granted U/ s.49 of The Companies Act, 1956. "

18. No personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

19. The Company neither has accumulated losses exceeding fifty percent of its net worth at the end of the financial year.

20. Based on the records examined by us and the information and explanations given to us, on an overall basis,, the company has not borrowed money from the Financial Institutions. -

21. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

22. There are no guarantees given by the Company for loans taken by others from banks and financial institutions.

23. Based on the records examined by us and the information and explanations given to us, on an overall basis, the company has not availed term loan during the year.

24. As per the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term purposes.

25. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

26. The Company has not issued any debentures during the year. ,

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

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



For DINESH K. SHAH & CO. Chartered Accountants DINESH. K. SHAH Partner Membership No 10477

Ahmedabad, Dated : 16/04/2009