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Auditor Report of Multi Commodity Exchange of India Ltd.

Mar 31, 2017

INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF MULTI COMMODITY EXCHANGE OF INDIA LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MULTI COMMODITY EXCHANGE OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (herein after referred to as ''the Act'') with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive Income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including Ind AS, of the state of affairs of the Company as at March 31, 2017 and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the Internal Financial Controls over financial reporting of the Company and operative effectiveness of such controls, refer to our separate report in "Annexure B"; Our report expresses an unmodified opinion on adequacy and operative effectiveness of the Company''s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements.

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

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

iv. As mentioned in note 41 of the Standalone Ind AS financial statements, the disclosure requirement in respect of Specified bank notes as envisaged in notification G.S.R 308 (E) dated March 30, 2017 is not applicable to the Company.

The Annexure referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

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

c. According to the information and explanations given to us and on the basis of an examination of the records of the Company, the title deeds, of immovable properties are held in the name of the Company as at the balance sheet date.

ii. Since the Company does not have inventory, the Clause 3(ii) of the Order is not applicable to the Company.

iii. According to the information and explanations given by the Management, the Company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under Section 189 of the Act. Accordingly, sub-clause (a), (b) & (c) are not applicable to the Company.

iv. According to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records

of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Income-Tax, Sales Tax, Value Added Tax, Duty of Customs, Duty of Excise, Service tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues which were in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Value Added Tax, Duty of Customs, Duty of Excise, Service Tax and Cess which have not been deposited on account of any dispute.

However, according to information and explanations given to us, the following dues of Income Tax and U.P. Transaction Tax have not been deposited by the Company on account of disputes:

Name of the statute

Nature of dues

Amount ('' in lakhs)

Period to which the amount relates

Forum where dispute is pending

Uttar Pradesh Trade Tax Act, 1948

Penalty

1014.97

For the years 2005-2006 to 2007-2008

Deputy Commissioner of Commercial Tax

Income Tax Act, 1961

Tax

2167.77

AY 2013-2014

CIT (Appeals)

viii. According to the information and explanations give to us, the Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly clause 3(vii) of the order is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, clause 3 (ix) of the Order is not applicable to the Company.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employee has been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, clause 3(xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them and hence provisions of Section 192 of the Act are not applicable. Accordingly clause 3(xv) of the Order is not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of section 143 of the Companies Act, 2013 ("the Act").

We have audited the internal financial controls over financial reporting of MULTI COMMODITY EXCHANGE OF INDIA LIMITED ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (The "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 ("the Act").

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper Management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For SHAH GUPTA & CO.,

Chartered Accountants

Firm Registration No.: 109574W

Vipul K. Choksi

Partner

Membership No.: 37606

Place : Mumbai

Date : May 04, 2017


Mar 31, 2016

We have audited the accompanying standalone financial statements of MULTI COMMODITY EXCHANGE OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, 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 standalone financial statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 34(a) to the Financial Statements regarding the Company carrying the investment in warrants of Metropolitan Stock Exchange of India Limited (MSEI) aggregating to Rs. 415.92 million at face value of Re. 1 per warrant (after making provision of Rs. 425.89 million for diminution in value of warrants) on the basis of the interim order of the Hon''ble Bombay High Court restraining MSEI from acting in any manner directly or indirectly in cancelling and/or extinguishing the warrants or any rights relating thereto and as per the order, MSEI has deposited Rs. 200.00 million in the Court. The Hon''ble Bombay High Court has also asked MSEI to deposit balance Rs. 215.92 million vide its order dated October 13 2015. MSEI however has filed Notice of motion seeking stay on the operation and implementation of the October 13 2015 order. Pending outcome of the matter, the investment in warrants of MSEI aggregating to Rs. 415.92 million is considered realisable by the Management. Our opinion is not qualified in respect of this matter.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Act, we give in the ''Annexure A'' statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

(e) As described in the Emphasis of Matter paragraph above, in our opinion, the recoverability of the investment in warrants is based on the outcome of the litigation, which is uncertain.

(f) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the Internal financial controls over financial reporting of the Company and operative effectiveness of such controls, refer to our separate report in "Annexure B" to this report; and

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

i. The Company has disclosed impact of the pending litigation on its financial position in its financial statements (Refer Note 23(a) to the Financial Statements);

ii. The Company did not have any outstanding long-term contracts including derivative contracts as at March 31, 2016 for which there were any material foreseeable losses; and

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

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

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

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) As the Company does not have inventory, the Clause (ii) of paragraph 3 of the Order is not applicable to the Company.

(iii) According to the information and explanations provided by the management, the Company has not granted any loans, secured or unsecured to companies, firms other parties covered in the register maintained under Section 189 of the Act. Accordingly, subclause (a), (b) & (c) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the investments made.

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

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section 1 of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of the undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues which were in arrears as at 31 March, 2016 for a period of more than six months from the date they became payable.

According to the Information and explanation given to us, no undisputed amounts payable in respect of provident fund, income-tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues were in arrear as at March 31, 2016 for a period of more than six months from the date they became payable.

(b) According to the record of the Company, there are no dues of Sales Tax, Wealth Tax, Service Tax, custom duty, income tax, excise duty, value added tax and cess which have not been deposited on account of any dispute. However, according to the information and explanation given to us, following dues of U.P. transaction tax have not been deposited by the Company on account of Disputes:

Name of the Nature of Amount Period to Forum where dispute is pending statute dues (Rs. In which the million) amount relates

Uttar Pradesh Transaction 144.36 2005-06 to The company has filed an application u/s 30 of Trade Tax Act, Tax 2007-08 UPTT Act before the Deputy Commissioner of 1948 Commercial Tax.

(viii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing to any bank as at the balance sheet date. The Company does not have any loans or borrowings from any financial institution, government or debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, clause (ix) of paragraph 3 of the Order is not applicable to the Company.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, clause (xii) of paragraph 3 of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For SHAH GUPTA & CO.,

Chartered Accountants

Firm Registration No.: 109574W



Vipul K Choksi

Partner

M. No.37606

Place: Mumbai

Date : May 05, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Multi Commodity Exchange of India limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 standalone financial statements

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

auditor''s responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

Except for the matter described in the Basis of Qualified Opinion paragraph below, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

As stated in Note 37 to the financial statements, the Management of the Company is of the view that the aggregate carrying amount of current investments in equity shares and warrants of Metropolitan Stock Exchange of India Limited (formerly known as ''MCX Stock Exchange Limited'') and equity shares of MCX-SX Clearing Corporation Limited aggregating to Rs. 1313.90 million (Previous year Rs. 1,375.71 million), which is equivalent to the cost of their acquisition, represents the fair value of these investments as on the balance sheet date.

In the absence of sufficient appropriate audit evidence to determine a fair valuation of the aforesaid investments at balance sheet date, we have not been able to validate whether the carrying amounts of these investments is the lower of cost and fair value as required by Accounting Standard 13 on Accounting for Investments. This matter was also qualified in the report of the predecessor auditors on the financial statements for the year ended March 31, 2014.

The matter stated above could also have a consequential impact on the measurement and disclosures of information provided in the financial statements, in respect of, but not limited to, tax, profit for the year and shareholders'' funds for the year ended March 31, 2015.

Qualified Opinion

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

Emphasis of matter

We draw attention to the following matter in the Notes to the Financial Statements:

As stated in Note no. 35 to the financial statements, in accordance with the directions of the Forward Market Commission (FMC), a special audit of the Company was carried out by an external agency for the period since inception of the Company to September 30, 2013. The Management of the Company has taken appropriate action including legal and fling of recovery suit as deemed ft. This matter was qualified in the report of the predecessor auditors on the financial statements for the year ended March 31, 2014.

Our Opinion is not qualified in respect of this matter.

Report on other legal and regulatory requirements

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

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

(a) Except for the matter described in the Basis for Qualified Opinion paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

(d) Except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 23(a)(1) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts as at March 31, 2015 for which there were any material foreseeable losses; and

iii. As at March 31, 2015 there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) As the Company does not have inventory, the Clauses (ii)(a) to (ii)(c) of paragraph 3 of the Order are not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured to companies, forms or other parties covered in the register maintained under section 189 of the Act. Accordingly, sub-clause (a) and (b) are not applicable.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that some of the intangible assets purchased are of special nature in respect of which suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. The activities of the Company do not involve purchase of inventory and there is no sale of goods during the year. We have not observed any continuing major weakness in such internal control system during the course of the audit.

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

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues with appropriate authorities applicable to it. According to the information and explanations given to us, no undisputed amounts payable were outstanding, at the year end, for a period of more than six months from the date they become payable.

(b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

(c) There is no amount required to be transferred to investor education and protection fund by the Company as at March 31, 2015.

(viii) The Company has no accumulated losses as at the end of the financial year. It has not incurred cash losses in the current year and in the immediately preceding financial year.

(ix) According to the books of account and records of the Company, no amount is due to financial institution or bank or debenture holders.

(x) 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.

(xi) The Company has not taken any term loans during the year.

(xii) During the financial year 2014-15 the Company has received a summons under section 131 of the Income Tax Act in relation to donation of Rs. 10 million given by it to a Trust during F.Y.2013-14. Pending investigation in the matter, we are unable to comment whether there is any suspicious fraud on the Company. Except for the above based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no material fraud on or by the Company has been noticed or reported during the course of audit.

For Shah GUPta & cO.,

Chartered Accountants

Firm Registration No.: 109574W

Vipul K choksi

Partner

M. No.37606

Place: Mumbai

Date : May 14, 2015


Mar 31, 2014

We have audited the accompanying financial statements of MULTI COMMODITY EXCHANGE OF INDIA LIMITED ("the Company") which comprise the Balance Sheet as at 31 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 notifed under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Afairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the efectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the 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.

Except for the matters described in the Basis for qualified Opinion paragraph below, we believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our qualified audit opinion.

Basis for qualified Opinion

1. As stated in Note 35 to the financial statements, in accordance with the directions of the Forward Markets Commission (FMC), a special audit of the Company was carried out by an external agency for the period since inception of the Company to 30 September 2013. Pending the completion of the detailed analysis of the Special Audit Report by the Management of the Company, ongoing internal enquiry and agreements / conclusions by the Negotiations Committee, the financial implications, if any, in this regard cannot at present be ascertained and, accordingly, no adjustments have been made by the Management of the Company in the financial statements.

In view of the above pending analysis and ongoing enquiries, the outcome of which is not known and is uncertain at this stage, we are not in a position to comment on the consequential impact, if any, on the financial statements.

2. As stated in Note 37, to the financial statements, in view of the directives from the Securities and Exchange Board of India, long term investments in warrants of MCX Stock Exchange Limited and equity shares of MCX-SX Clearing Corporation Limited, have been reclassified from non-current investments to current investments. The Management of the Company is of the view that the aggregate carrying amount of current investments in these companies of Rs. 1,375.71 million, which is equivalent to the cost of their acquisition, represents the fair value of these investments as on the balance sheet date.

In the absence of sufcient appropriate audit evidence to determine a fair valuation of the aforesaid investments at balance sheet date, we have not been able to validate whether the carrying amounts of these investments is the lower of cost and fair value as required by Accounting Standard 13 on Accounting for Investments.

The matters stated above could also have a consequential impact on the measurement and disclosures of information provided in the financial statements, in respect of, but not limited to, related party information, provision for tax and earnings per share for the year ended 31 March 2014.

qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible efects of the matters described in the Basis for qualified Opinion paragraph above, 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 afairs of the Company as at 31 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; and

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

Emphasis of Matter

Attention is invited to Note 36(iv) to the financial statements regarding the ability of the Company to continue as a going concern beyond calendar year 2014, which is predicated on its compliance with the FMC Order dated 17 December 2013 with respect to divestment of the shares held by Financial Technologies (India) Limited and the fndings of the Special Audit and Oversight Committee of the Board of Directors.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

(a) Except for the matters described in the Basis for qualified Opinion paragraph above, 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) Except for the possible efects of the matters described in the Basis for qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) Except for the possible efects of the matters described in the Basis for qualified Opinion paragraph above, in our opinion, the Balance Sheet, Statement of profit and Loss and Cash Flow Statement comply with the Accounting Standards notifed under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Afairs).

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

Annexure To The Independent Auditors'' Report (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business/activities/result during the year, clauses (ii), (vi), (viii), (x), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix) and (xx) of Para 4 of the Order are not applicable to the Company.

(ii) 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) The fixed assets were physically verifed during the year by the Management in accordance with a regular programme of verifcation which, in our opinion, provides for physical verifcation of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verifcation.

(c) The fixed assets disposed of during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not afected the going concern status of the Company. However attention is invited to our observation regarding going concern in the Emphasis of Matter paragraph of our report.

(iii) The Company has neither granted nor taken loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In view of our observation in paragraph 1 of the Basis for qualified Opinion in our Auditors'' Report, we are not in a position to state whether the Company has an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services; the activities of the Company do not involve purchase of inventory and there is no sale of goods during the year. Following the reconstitution of the Company''s Board in October, 2013, the Company has informed us that it is taking Specific steps to enhance internal controls with regard to purchases of fixed assets and the sale of services.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) In view of our observation in paragraph 1 of the Basis for qualified Opinion in our Auditors'' Report we are not in a position to comment whether the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) In view of our observation in paragraph 1 of the Basis for qualified Opinion in our Auditors'' Report and having regard to the fact that certain purchases which are of a special nature for which comparable quotations are not available, where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, we are not in a position to comment if the transactions referred to in section 301, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

Following the reconstitution of the Company''s Board in October, 2013, the Management of the Company has informed us that Specific steps in relation to pricing for all new contracts or arrangements referred to in Section 301 and, entering the same in the Register maintained under the said Section, are being taken by the Company.

(vi) In view of our observations in the Basis for qualified Opinion of our Auditors'' Report, we are not in a position to state whether the internal audit function carried out during the year has been commensurate with the size of the Company and the nature of its business.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues in arrears as at 31 March 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax and Cess, which have not been deposited with the appropriate authorities on account of any dispute except for demands of Rs. 259.86 million raised under Uttar Pradesh Trade Tax Act, 1948 for the years from 2005-06 to 2007-08 which have been remanded to the adjudicating authority.

(d) Having regard to the nature of the Company''s business / activities / results during the year, statutory dues in respect of Excise Duty is not applicable to the Company.

(viii) The Company has not defaulted in repayment of dues to banks The Company does not have any dues to financial institutions and has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not, prima facie, been used during the year for long-term investment.

(x) In view of our observation in paragraph 1 of the Basis for qualified Opinion paragraph in our Auditors'' Report, we are not in a position to comment whether any material fraud on or by the Company has been noticed or reported during the year. Attention is, however, invited to note 35 to the financial statements regarding the reversal of expenses incurred during the year aggregating Rs.119.70 million and provision made for the corresponding recoverable.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm''s Registration No. 117366W/W-100018)

Rajesh K. Hiranandani

(Partner)

(Membership No. 36920)

MUMBAI 30 May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MULTI COMMODITY EXCHANGE OF INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) ofthe Companies Act, 1956 ("the Act") and inaccordance with the accounting principles generally accepted in India. 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 orerror.

Auditors''Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing 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 assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation ofthe financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness ofthe Company''s internal control. An audit also includes evaluating the appropriateness of the 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 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 ofthe Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

Emphasis of Matter

We draw attention to Note 35 regarding the Company''s stand of not treating member''s margins and income thereon as part of Settlement Guarantee Fund (SGF) contemplated under the directions of the Forward Markets Commission (FMC) and instead crediting such margins to''Other current liabilities''and such income to the Statement of Profit and Loss (amounts unascertained).

Ouropinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under''Report on Other Legal and Regulatory Requirements''section ofour report ofeven date)

i. Having regard to the nature ofthe Company''s business/activities/result during the year, clauses (ii), (vi), (viii), (x), (xii), (xiii),(xiv),(xv),(xvi),(xviii),(xix)and(xx)of Para 4 of the Order are not applicable to the Company.

ii. 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. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part ofthe fixed assets ofthe Company and such disposal has, in our opinion, not affected the going concern status ofthe Company.

iii. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 ofthe Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that purchases of proprietary software are for the Company''s specialised requirements and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services; the activities ofthe Company do not involve purchase of inventory and there is no sale of goods during the year. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best ofour knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b. Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, and the transactions are in respect of purchases of proprietary software, information technology related services and business support services, where no comparison of price could be made, as having regard to the explanations, these transactions pertain to unique products/services for the Company''s specialised requirements and alternative sources are not readily available for comparable quotations. Hence, we are unable to comment whether such the transactions have been made at prices which areprima facie reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size ofthe Company and the nature of its business.

vii. According to the information and explanations given to us in respect of statutory dues:

a. The Company has been generally regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues applicable to it with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Provident Fund, I nvestor Education and Protection Fund, Employees''State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax and other material statutory dues in arrears as at March 31,2013 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues of Income-tax, Sales Tax, Service Tax and Custom Duty, which have not been deposited with the appropriate authorities on account of any dispute.

d. Having regard to the nature ofthe Company''s business/activities/results during the year, statutory dues in respect of Excise Duty is not applicable to the Company.

viii. The Company has not defaulted in repayment of dues to banks The Company does not have any dues to financial institutions and has not issued any debentures.

ix. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short term basis have not,prima facie, been used during the year for long- term investment.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 117366W)

Rajesh K Hiranandani

Partner

(Membership No. 36920)

MUMBAI, May 29,2013


Mar 31, 2012

We have audited the attached balance sheet of Multi Commodity Exchange of India Limited ('the Company') as at31 March 2012 and the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statementsbased onour 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 misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 and amendments there to (together referred to 'the Order') issued by the Central Government of India in terms of sub-section 4A of section 227 of the Companies Act, 1956, ('the Act') weenclosein the Annexure, astatement on the matters specified in paragraph 4 and 5 of the said Order.

Without qualifying our opinion, we draw attention to (i) Note 36 regarding treatment of members' margins and income thereon pending response from FMC on Company's representations on SGF guidelines of 2007; (ii) Note 32 relating to the Company's stand that no tax liability is expected as a consequence to a court approved reduction-cum arrangement scheme of MCXSX.

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

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

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

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

(d) in our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Act;

(e) on the basis of written representations received from the directors of the Company as at 31 March 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 March 2012 from being appointed as Director interms of clause(g) of sub-section(1) of section 274 of th eAct;

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

(i) inthe caseof the balance sheet, the state of affairs of the Company as at 31 March 2012;

(ii) in the case of the statement of profit and loss, of the profit of the Company for the year ended on that date;

and

(iii) inthe caseof cash flowstatement,of thecash flows of the Company for the year endedon that date.

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were notedonsuch verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2) The Company is a service company, primarily acting as an exchange for commodity futures. Accordingly it does not holdany physicalin ventory.Thus, paragraph4(ii) ofthe Order isnot applicable.

3) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other partiescoveredin theregister maintained under section 301of theCompanies Act, 1956.

4) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain proprietary software are for the Company's specialised requirements and suitable alternative sources are not available to obtain comparable quotations, 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 fixed assets and with regard to the sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses ininternal control system.

5) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. (b) In our opinion, and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs.5 lakh with any partyduring the year have been madeatprice which are prima facia reasonable having regardtothe prevailing market prices at the relevant time except that in respect of purchase of certain proprietary software and information technologyrelated services,no comparison of price could be made as these transactions pertain to unique products/services for the Company's specialized requirements and alternative sources are not available for obtaining comparable quotations.

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

7) In our opinion, the Company has aninternal audit system commensurate with the size andnature of its business.

8) The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Act for any of the services rendered by the Company.

9) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, Customs duty and Excise duty. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Cess and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable except that in respect of dues to Investor Protection Fund, an amount of Rs. 327.40 million being undisputed has been disclosed under other current liabilities,pending the formation IPF Trust

(c) According to the information and explanations given to us, the following dues of Income-tax have not been deposited by the Company on account of disputes.

Name of the Statute Nature of the Dues Amount Financial year to which Forum where the (Rs.in millions) amount relates dispute is pending

Income tax Act, 1961 Income tax 0.08 2004-05 (AY 2005-06) CIT(A)

Income tax Act, 1961 Income tax 0.83 2005-06 (AY 2006-07) CIT(A)

Income tax Act, 1961 Income tax 3.94 2006-07 (AY 2007-08) CIT(A)

Income tax Act, 1961 Income tax 7.10 2007-08 (AY 2008-09) Income Tax Appellate Tribunal

Income tax Act, 1961 Income tax 5.00 2008-09 (AY 2009-10) CIT(A)

Total 16.95

10) The Company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses inthe financial year and in the immediatelypreceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

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

13) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutualbenefit fund/ society.

14) According to the information and explanations given to us, in respect of dealing and trading in shares and securities, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and securities have been held by the Company in its own name.

15) According tothe information and explanations given tous, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

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

19) The Company did not have any outstanding debentures during the year.

20) The Company has not raised any money by public issues during the year.

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

For B S Rand Company Chartered Accountants Firm's Registration No.: 128900W

N.Sampath Ganesh

Mumbai Partner

24 May 2012 MembershipNo.:042554


Mar 31, 2011

1. We have audited the attached Balance Sheet of MCX Stock Exchange Limited as at March 31, 2011, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the CompanyRs.s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (AuditorRs.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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion, we draw attention to the note No. 1 in notes to accounts in Schedule 17 about the preparation of financial statements on going concern basis, provision for impairment of fixed assets and work - in - progress and utilization of outstanding service tax credits, for the reasons explained therein.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act 1956;

e) On the basis of written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

(Referred to in paragraph 3 of our report of even date)

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) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. The activities of the Company and the nature of business do not involve the use of inventories. Accordingly, provisions of Clause (ii) of Paragraph 4 of the Order are not applicable to the company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of Clause (iii) of Paragraph 4 of the Order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of fixed assets and also for sale of services. In our opinion and according to the information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company except for purchase of certain information technology related services which are for the companyRs.s specialized requirements and for which suitable alternative source are not available to obtain comparable quotations.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8. To the best of our knowledge and according to the information and explanations provided to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of any services rendered by the Company.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, EmployeesRs. State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Cess and any other statutory dues as applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues on account of Cess under Section 441 of the Companies Act, 1956, since the date from which the aforesaid section comes into force has not yet been made effective by the Central Government.

c) According to the information and explanations given to us, there are no dues of Income-tax, Sales-tax, Service Tax, Customs Duty, Wealth Tax, Cess which have not been deposited with the appropriate authorities on account of any dispute.

10.The Company has not completed five years since incorporation and hence the provisions of Clause (X) of paragraph 4 of the Order are not applicable to the Company.

11.The Company did not have any outstanding dues to any financial institutions, banks and Debenture holders during the year. Therefore the question of default will not arise.

12.In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has maintained proper records of the transactions and contracts in respect of securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name except to the extent of the exemptions granted under Section 49 of the Companies Act, 1956.

15.The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16.The Company did not have any term loan outstanding during the year.

17.According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short term basis used for long term investments.

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

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

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

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

For Chaturvedi & Shah

Chartered Accountants

(Registration No. 101 720W)

R. Koria Partner

Membership No.35629

Date: June 30, 2011

Place: Mumbai


Mar 31, 2010

We have audited the attached balance sheet of MCX Stock Exchange Limited ('the Company') as at 31 March 2010 and the profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatements. 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.

As required by the Companies (Auditors' Report) Order, 2003 and amendments thereto (together referred to 'the Order') issued by the Central Government of India in terms of sub-section 4A of section 227 of the Companies Act, 1956, ('the Act') we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

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

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

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

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

(e) on the basis of written representations received from the directors of the Company as at 31 March 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 March 2010 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Act;

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

(i) in the case of the balance sheet, the state of affairs of the Company as at 31 March 2010;

(ii) in the case of the profit and loss account, of the loss of the Company for the year ended on that date; and

(iii) in the case of cash flow statement, of the cash flows of the Company for the year ended on that date.

MCX Stock Exchange Limited

Annexure to Auditors' Report - 31 March 2010

(Referred to in our report of even date)

1) (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 all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) There were no fixed assets disposed off during the year, and therefore, do not affect the going concern assumption.

2) The activities of the Company and the nature of its business do not involve the use of inventories. Accordingly, paragraph 4(ii) of the Order is not applicable.

3) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of intangibles/software are for the Company's specialized requirements and suitable alternative sources are not available to obtain comparable quotations, 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 fixed assets and with regard to the sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

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

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in point

(a) above with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for purchase of software and information technology related services which are for the Company's specialized requirements and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

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

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

8) The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Act for any of the services rendered by the Company.

9) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company was generally regular in depositing amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Cess and other material statutory dues by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund, Customs duty and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues on account of Cess under section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been made effective by the Central Government.

(c) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax and Cess which have not been deposited with the appropriate authorities on account of any dispute.

10) The Company has not completed five years since incorporation and hence provisions of paragraph 10 of the Order are not applicable to the Company.

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

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

13) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

14) According to the information and explanations given to us, in respect of dealing and trading in securities, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The securities have been held by the Company in its own name.

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

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

17) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

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

19) The Company did not have any outstanding debentures during the year.

20) The Company has not raised any money by public issues during the year.

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

For B S R and Company

Chartered Accountants

Firm's Registration No: 128900W

Akeel Master

Partner

17 July 2010 Membership No: 046768


Mar 31, 2009

We have audited the attached balance sheet of MCX Stock Exchange Limited ('the Company') as at 31 March 2009 and the profit and loss account and the cash flow statement for the period from 14 August 2008 (date of incorporation of the Company) to 31 March 2009 annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

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

Further to our comments in the Annexure referred to 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 purpose 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 those books;

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

(iv) in our opinion, the balance sheet, the profit and loss account and the cash flow statement dealt 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 31 March 2009, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 March 2009 from being appointed as 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 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 31 March 2009;

b) in the case of the profit and loss account, of the loss of the Company for the period ended on that date; and

c) in the case of the cash flow statement, of the cash flows of the Company for the period ended on that date.

MCX Stock Exchange Limited

Annexure to Auditors' Report - 31 March 2009

(Referred to in our report of even date)

1 (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 all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There were no fixed asset disposals during the period.

2. The Company is a service company, primarily engaged in the business of providing electronic trading platform in currency derivatives. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from, any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regards to purchase of fixed assets and sale of services. The activities of the Company do not involve the purchase of inventory and sale of goods. We have not observed any major weaknesses in the internal control system during the course of the audit.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for purchases of certain services and fixed assets which are for the Company's specialised requirements and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

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

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

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has been generally regular in depositing undisputed statutory dues including Provident fund, Employees' state insurance, Income tax, Service tax and other material statutory dues during the period with the appropriate authorities. As explained to us the Company did not have any dues on account of Investor education and protection fund, Wealth tax, Sales tax, Excise duty and Customs duty.

There were no dues on account of cess under section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees' state insurance, Income tax, Service tax, and other material statutory dues were in arrears as at 31 March 2009 for a period of more than six months from the date they became applicable.

(b) According to the information and explanations given to us, there are no dues of Income tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has not completed five years since incorporation and hence provisions of paragraph 10 of the Order are not applicable to the Company.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the period.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. The Company did not have any term loans outstanding during the period. Accordingly, the provisions of clause 4(xvi) of the Order are not applicable to the Company.

17. According to the information and explanations given to us and based on overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any debentures during the period.

20. The Company has not raised any money by public issues during the period.

21. According to the information and explanations given to us, no significant frauds on or by the Company has been noticed or reported during the period.

For B S R and Company

Chartered Accountants

Akeel Master

Mumbai Partner

26 June 2009 Membership No: 046768

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