Auditor Report of Titan Securities Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Titan Securities Limited (the Company ) which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 the Act ") with respect to the preparation of these financial statements that give a true and fair 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 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor s Report) Order, 2015 ( the Order ) issued by the Central Government of India in terms of Section 143(11) of the Companies Act 2013, 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 and Companies (Audit and Auditors) Rules 2014, we report that:

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as 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. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except Accounting Standard No. 15 relating to Employee benefits .

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

f. Vith respect to the other matters to be included in the Auditor s Report in accord ance 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 does not have any pending litigations which would impact its financial position;

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

iii. 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 to the me bers of Titan Securities Li mited ( the Company ) on the accounts of the Company for the year ended 31 IMarch 2015]

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, Including quantitative details and situations of the fixed assets.

b. As explained to us, fixed assets have been physically verified by the management during the year. The Company has a regular program of physical verification of its assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) In respect of its Inventories:

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

b. In our view, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not mate rial.

(iii) a. The Company has granted unsecured loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. The maximum amount outstanding during the year 'was Rs.3,98,56,307 and the year end balance of such loans was Rs.1 ,30,00,000;

b. The principal amounts and interest are being received regularly as per stipulations;

c. In respect of the aforesaid loans, there is no overdue amount more than Rs. One lakh.

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

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

(vi) Ve are informed by the management that the Central Government has not prescribed maintena nce of cost records under sub - section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues

a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues applicable to it, 'with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of statutory dues in arrears/ 'were outstanding as at 31 March 2015 for a period of more than six months from the date of becoming payable.

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

(viii) The company does not have any accumulated losses at the end of financial year and has not incurred cash losses during the financial year covered by our Audit and the immediately preceding financial year.

(ix) According to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xi) The Company has not taken any TerM Loan during the relevant year. Although there is

Vehicle loan from Bank and year-end balance amount is Rs.1 8,95,394.55.

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

for Deepika Setia & Co Chartered Accountants FRN-01 3515N

D.S.Kajal Place : Delhi F.C.A. Partner Date : 28.05.2015 M.No.091609

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Mar 31, 2014

We have audited the accompanying financial statements of Titan Securities 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 significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

(I) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 March 2014;

(ii) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended by the Companies (Auditor''s Report) Amendment Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 the Order.

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

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

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

c) the Balance Sheet, statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub -section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 except Accounting Standard No. 15 relating to "Employee benefits"; and

e) On the basis of written representations received from the Directors as on 31 March 2014 and 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 clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

As required by the Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 we report that:

1. The Company is engaged in the business of non-banking financial institution and has been registered as NBFC with the Reserve Bank of India as required u/s 45- A of the Reserve Bank of India Act, 1934 and has obtained a Certificate of Registration (COR) from the Bank.

2. As the Company is not accepting/holding public deposits, hence the clause ''B'' of paragraph 3 of the NBFC Auditor''s Report (Reserve Bank) Directions, 2008 is not applicable to the Company.

3. The Board of Directors has passed a resolution for non-acceptance of any public deposits.

4. The Company has not accepted any public deposits during the relevant year.

5. The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad & doubtful debts as applicable to it.

6. Clause ''D'' of the paragraph 3 of NBFC Auditor''s Report (Reserve Bank) Directions, 2008 is not applicable to the company.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure is referred to in our Report to the Members of Titan Securities limited (''the Company'') for the year ended 31 March 2014. We report that:

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, Including quantitative details and situations of Fixed Assets.

b) As explained to us, all the fixed assets have been physically verified by the management during the year. The Company has a regular program of physical verification of its assets which, in our opinion, 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) During the year, the Company has not disposed off any substantial part of its fixed assets and therefore, do not affect the going concern assumption.

2. In respect of its Inventories:

a) The inventories have been physically verified at reasonable intervals by th management. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. a) The company has granted Unsecured loans to two bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956 ("the Act''). The maximum amount outstanding during the year was Rs.2,69,00,000 and the year-end balance of such loans amounted to Rs.2,39,00,000. Other than the above, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 301 of the Act were not, prima facie, prejudicial to the interest of the Company.

c ) In the case of the loans granted to the bodies corporate listed in the register maintained under section 301 of the Act, the borrowers have been regular in the payment of the interest as stipulated.

(d) According to the information given to us, the Company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the requirements of Clauses (iii)(e) to (iii) (g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of shares. During the course of the audit, we have not observed any continuing failure to correct any 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 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 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.

6. According to the information and explanations given to us, 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. We are informed by the management that the Central Government of India has not prescribed the maintenance of cost records under Section 209(1) of the Act for any of the product of the Company.

9. In respect of statutory dues:

a) According to the information and explanations given to us, no undisputed Statutory dues including Sales-Tax, Income-Tax, Wealth-Tax, Service Tax, Customs Duty and Excise Duty were outstanding as at 31 March 2014 for a period of more than six months from the date of becoming payable.

b) According to the records of the company, there were no dues on account of above statutory dues.

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

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, 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, debenture and other securities.

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.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. The Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this is not applicable to the Company.

16. The Company has not taken any Term Loan during the relevant year. Although there is Vehicle loan from Bank and year-end balance amount is Rs.1,93,265.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the company.

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

19. The Company has not issued any debentures; therefore, this is not applicable to this Company.

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

21. According to 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 our audit.

For Deepika Setia & Co Chartered Accountants FRN-013515N

Deepika Setia Place: Delhi Partner Date: 29.05.2014 M.No.092732

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Titan Securities Limited as at March 31, 2012 and also the Profit and Loss Account and also 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) Amendment Order. 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 the said Order.

4. 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 such books;

iii. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with requirement of Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard No. 15 relating to "Employee benefits".

v. On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes to accounts thereto, to the extent of non provision of gratuity & leave encashment for the year the effect of which cannot be determined 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

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2012:

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

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

As required by the Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions 2008 we report that;

1. The Company is engaged in the business of non-banking financial institution and has been registered as NBFC with the Reserve Bank of India as required u/s 45-A of the Reserve Bank of India Act. 1934 and has obtained a Certificate of Registration (COR) from the bank.

2. As the Company is not accepting/holding public deposits, hence the clause ''B* of paragraph 3 of the NBFC Auditor''s Report (Reserve Bank) Directions, 2008 is not applicable to the Company.

3. The Board of Directors has passed a resolution for non-acceptance of any public deposits.

4. The Company has not accepted any public deposits during the relevant year.

5. The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad & doubtful debts as applicable to it.

6. Clause ''D'' of the paragraph 3 of NBFC Auditor''s Report (Reserve Bank) Directions, 2008 is not applicable to the company.

Annexure referred to in paragraph 3 of the Auditor''s Report to the Members of Titan Securities Limited on the accounts for the year ended 31 st March, 2012.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situations of Fixed Assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, 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. During the year, the company has not disposed off any substantial part of its fixed assets and the going concern status ofthe company is not affected.

2. In respect of its Inventories:

a. The inventories have been physically verified at reasonable intervals by the management. In ouropinion. the frequency of verification isreasonable.

b. In our view, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. a (i) According to the information''s given to us , the company has granted Unsecured loans to the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 as per given details:

SI.No. Particulars Amount o/s as at 31.03.2012

1. Titan Biotech limited 45,66,000.00

2. Tanita Leasing & Finance Limited 35,23,000.00

(ii) The rate of interest and other terms and conditions of unsecured loans given by the company are not prima facie prejudicial to the interest ofthe company.

(iii) No amount of interest / principal has become overdue for payment except in the case of Tanita Leasing & Finance Ltd. where neither interest nor principal has been received.

b According to the information given to us , the company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, Consequently, the requirements of Clauses (iii), (f) and (iii) (g) of paragraph 4 of the Order are not applicable,

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, 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 company has not entered into any transaction exceeding the value of five lakh rupees in respect of any party and in any one financial year in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956.

b. As above said this clause is not applicable to the company.

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. We are informed by the management that the Central Government has not prescribed the maintenance of cost records under Section 209(1) of the Companies Act. 1956 for any product of the Company.

9. In respect of statutory dues:

a. According to the information and explanations given to us, no undisputed Statutory dues including Sales-Tax, Income-Tax, Wealth-Tax, Service Tax, Customs Duty and Excise Duty were outstanding as at 31 March,2012 for a period of more than six months from the date of becoming payable.

b. According to the records of the company, there were no dues on account of above statutory dues.

10. The company does not have accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

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 by the Company on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion, the company is not a chit fund / 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 dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the in its own name.

15. The Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this is not applicable to the Company.

16. No Term Loan was applied / taken during the relevant year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the company.

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

19. The Company has not issued any debentures; therefore, this is not applicable to this Company.

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

21. Based on the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Deepika Setia & Co.

Chartered Accountants

FRN-013515N

Place: Delhi Deepika Setia

Date: 31.05.2012 Partner

M.No. 092732

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Mar 31, 2010

We have audited the attached Balance Sheet of Titan Securities Limited as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our report.

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 (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, we annex hereto a statement on the matters specified in the said order.

Further, 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 such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts :

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard No. 15 relating to retirement benefit of employees.

e) On the basis of written representations received from the Directors as on 31 March 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the accounting policies and notes to accounts thereto appearing in Schedule H except Note No. 1(a) as stated in accounting policies given in Schedule H to the extent of non provision of gratuity & leave encashment for the year the effect of which cannot be determined 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 :-

1) In the case of the Balance Sheet, of the State of Affairs of the company as at 31st March, 2010 and

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

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

As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 we observed that:

1) The Company has been registered as NBFC with the Reserve Bank of India as required U/S 45-A of the Reserve Bank of India Act, 1934 and the Certificate of the registration has been granted.

2) As the Company is not accepting/holding public deposits, hence the clause B of paragraph 3 of the NBFC Auditors Report (Reserve Bank) Directions, 1998 is not applicable to this company.

3) (a) The Board of Directors has passed a resolution for the non-acceptance of any public deposits.

(b) The Company has not accepted any public deposits during the relevant year.

(c) The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad & doubtful debts as applicable to it.

(d) Clause D of the paragraph 3 of NBFC Auditors Report (Reserve Bank) Directions, 1998 is not applicable to the company.

Annexure to Auditors Report

Annexure referred to in paragraph 3 of the Auditors Report to the Members of Titan Securities limited on the accounts for the year ended 31st March, 2010.

1. In respect of Fixed Assets :

a. The Company has maintained proper records showing full particulars,

including quantitative details and situations of Fixed Assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, 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. During the year, the company has not disposed off any substantial part of its fixed assets and the going concern status of the company is not affected.

2. In respect of its Inventories :

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

b. In our view, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. a (i) According to the informations given to us , the company has granted

unsecured loans to the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 as per given details :

Sl. No. Particulars Amount o/s as at 31.03.2010

1. Titan Biotech limited 81,06,522.00

2. Titan Drugs Limited 1,00,000.00

(ii) The rate of interest and other terms and conditions of unsecured loans given by the company are not prima facie prejudicial to the interest of the company except in the case of Titan Drugs Limited where interest is not charged by the company.

(iii) No amount of interest / principal has become overdue for payment.

b (i) According to the informations given to us , the company has taken unsecured loans from the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 as per given details :

Name Transaction O/S as at Nature of Transaction Amount 31.3.2010

Titan Biotech Limited 44,55,100 NIL Short Term Borrowing (Free of Interest)

Tanita Leasing & Finance Limited 7,50,000 7,50,493 Loan Taken @ Interest Rate 12%

Tanita Leasing & Finance Limited 64,00,000 NIL Short Term Fund borrowing (free of Interest)

(ii) The rate of interest and other terms and conditions of unsecured loans taken by the company are not prima facie prejudicial to the interest of the company. (iii) No amount of interest / principal has become overdue for repayment.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, 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 company has not entered into any transaction exceeding the value of five lakh rupees in respect of any party and in any one financial year in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956.

b. As above said this clause is not applicable to the company.

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. We are informed by the management that the Central Government has not prescribed the maintenance of cost records under Section 209(1) of the Companies Act, 1956 for any product of the Company.

9. In respect of statutory dues :

a. According to the information and explanations given to us, no undisputed statutory

dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales-Tax, Income-Tax, Wealth-Tax, Service Tax, Customs Duty and Excise Duty were outstanding as at 31 March,2010 for a period of more than six months from the date of becoming payable.

b. According to the records of the company, there were no dues on account of above statutory dues.

10. The company does not have accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

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 by the Company on the basis of security by way of pledge of shares, debenture and other securities.

13. In our opinion, the company is not a chit fund / 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 dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the in its own name.

15. The Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this is not applicable to the Company.

16. No Term Loan was applied / taken during the relevant year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the company.

18. According to the information and explanations given to us, the company has made preferential allotment of shares to a Non Promoter Group company. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. The Company has not issued any debentures; therefore, this is not applicable to this Company.

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

21. Based on the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.



for Deepika Setia & Co. Chartered Accountants Firm Registration No.013515N

Deepika Setia

Partner Place : Delhi M.No.092732

Date : 27.08.2010 MO

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/S.TITAN SECURITIES LIMITED as at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our report.

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 (Auditors Heport) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, we annex hereto a statement on the matters specified in the said order.

Further, 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 such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 excepf Accounting Standard No. 15 relating to retirement benefit of employees.

e) On the basis of written representations received from the Directors as on 31 March 2009, and taken on record by the Board of Director, we report that none of the Director is disqualified as on 31 March, 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the CompaniesAct, 1956.

A) 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 accounting policies and notes to accounts thereto appearing in Schedule H except Note no. 1(A) as stated in accounting policies given in Schedule H to the extent ofnon provision of gratuity & leave encashment for the year the effect of which cannot be determined 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 31 March, 2009 and

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

(iii) The Profit & Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act, 1956.

As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 we observed that:

1) The Company has been registered as NBFC with the Reserve Bank of India as required U/S 45-A of the Reserve Bank of India Act, 1934 and the Certificate of the registration has been granted

2) As the Company is not accepting/holding public deposits, hence the clause B of paragraph 3 of the NBFC Auditors Report (Reserve Bank) Directions, 1998 is not applicable to this company.

3) (a) The Board of Directors has passed a resolution for the non-acceptance of any public deposits.

(b) The Company has not accepted any public deposits during the relevant year.

(c) The Company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad & doubtful debts as applicable to it.

(d) Clause D of the paragraph 3 of NBFC Auditors Report (Reserve Bank) Directions, 1998 is not applicable to the company





Annexure to the Auditors Report Annexure

referred to in paragraph 3 of the Auditors Report to the Members of M/s. Titan Securities Limited on the Accounts for the period ended 31st March, 2009.

1. In respect of Fixed Assets.

a. The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, 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. During the year, the company has not disposed off substantial part of its fixed assets and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of such verification is reasonable.

b. In our view, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material.

3. We are informed that the company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

Further, we are informed that the Company has not taken any loans, secured or unsecured from the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956. Consequently, the requirements of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods & services. During the course of our audit, 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 company has not entered into any transaction exceeding the value of five lakh rupees in respect of any party and in any one financial year in .pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956.

b. As above said this clause is not applicable to the company.

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. We are informed by the management that the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any product of the Company.

9. In respect of statutory dues:

a. According to the information and explanations given to us, no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales-Tax, Income-Tax, Wealth-Tax, Service Tax, Customs Duty and Excise Duty were outstanding as at 31 March,2009 for a period of more than six months from the date of becoming payable.

b. According to the records of the company, there were no dues on account of above statutory dues.

10. The company does not have accumulated losses at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

12. 1n our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security byway of pledge of shares, debenture and other securities.

13. In our opinion, the company is not a chit fund / 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 dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

15. The Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this clause is not applicable to the Company.

16. No Term Loan was applied/taken during the relevant year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the company.

18. According to the information and explanation given to us the company has made preferential allotment of shares to a Non-Promoter Group company. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures; therefore, this clause is not applicable to this Company.

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

21. Based on the audit procedures performed and as per information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.



For Deepika Setia & Co.

CHARTERED ACCOUNTANTS

Deepika Setia Place: New Delhi Partner

Date :03.09.2009 M.No-092732