Auditor Report of Vintage Securities Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s Vintage Securities Limited, which comprise the Balance Sheet as at 31st March 2014, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date 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 flow of the company in accordance with the Accounting Principles generally accepted in India, including Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of 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 have conducted our audit in accordance with 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 audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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 company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Opinion

In our opinion and to the best of our information and according to explanations given to us, the financial statements give the information required by 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2014

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

c) in case of the Cash Flow Statement, of the Cash flow of the Company for the year ended on that date Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("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 Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order.

2) As required by section 227 (3) of the companies Act, We further 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit & Loss and the 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 & Loss 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 read with the General Circular 15/ 2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of the written representations received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st 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.

3) As required under "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by the Reserve Bank of India in terms of Section 45 I (f) of the RBI Act, 1934 (2 of 1934) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we hereby state that under paragraphs 3A & 3C of the said directions:

(A) The company has received the "Certificate of Registration" from Reserve Bank of India for registration as "Non Banking Financial Company" as non deposit taking company on 20.02.1998. (Certificate No.05.00237).

(B) In terms of its assets / income pattern for the financial year 31st March, 2014 the company is entitled to continue to hold such Certificate of Registration.

We further state that:

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

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

c) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning for Bad and Doubtful Debts as applicable to it.

d) The company is not a ''Systemically important non deposit taking non-banking financial company.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date of M/s Vintage Securities Limited

(i) IN RESPECT OF FIXED ASSETS:

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

(b) The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets.

(c) The Company has not disposed off substantial part of its fixed assets.

(ii) IN RESPECT OF INVENTORIES:

(a) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management.

(b) In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities.

(iii) IN RESPECT OF LOAN:

(a) According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act during the year.

(b) The rate of interest and other terms and conditions of such loans (given on demand basis) are, in our opinion, prima facie not prejudicial to the interest of the company (no. of entity: 2, amount involved: Rs. 2.27 lacs & balance at year end: Rs.48.87 Lacs)

(c) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system.

(v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, where the value of each such transaction is in excess of Rs.5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) IN RESPECT OF DEPOSITS:

According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under.

(vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:

According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt. under clause (d) of sub section (1) of section 209 of the Companies act.

(ix) As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of Income Tax, Cess and any other Statutory Dues with the appropriate authorities. Provisions of the Employee''s Provident Fund and Miscellaneous Provisions Act and the Employee''s State Insurance Act are not applicable to the company.

According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on 31.03.2014, which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2014. The company has not incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report.

(xi) The company has not taken any loan from banks or financial institution or debenture holders during the year.

(xii) According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities.

(xiii) According to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund/ societies is not applicable to the company during the year.

(xiv) We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, 1956.

(xv) 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 during the year.

(xvi) The company has not taken any term loan during the year.

(xvii) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no funds raised on short term basis have been used for long term investment or vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not raised any money by way of issue of debentures and thus it is not required to create any securities/charges thereof.

(xx) The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise.

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

FOR S. SINGHI & ASSOCIATES Chartered Accountants ICAI FRN : 317039E

(CA. Sunil Singhi) Kolkata Proprietor Date : 28th day of May, 2014 Membership No. 053088

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Vintage Securities Limited, which comprise the Balance Sheet as at 31st March 2013, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date 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 flow of the company in accordance with the Accounting Principles generally accepted in India, including Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 have conducted our audit in accordance with 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 audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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 company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Opinion

In our opinion and to the best of our information and according to explanations given to us, the financial statements give the information required by 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2013

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

c) in case of the Cash Flow Statement, of the Cash flow of the Company for the year ended on that date Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 ("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 Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order.

2) As required by section 227 (3) of the companies Act, We further 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit & Loss and the 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 & Loss 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.

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

3) As required under "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by the Reserve Bank of India in terms of Section 45 I (f) of the RBI Act, 1934 (2 of 1934) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we hereby state that under paragraphs 3A & 3C of the said directions:

(A) The company has received the "Certificate of Registration" from Reserve Bank of India for registration as "Non Banking Financial Company" as non deposit taking company on 20.02.1998. (Certificate No.05.00237).

(B) In terms of its assets / income pattern for the financial year 31st March, 2013 the company is entitled to continue to hold such Certificate of Registration.

We further state that:

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

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

c) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning for Bad and Doubtful Debts as applicable to it.

d) The company is not a ''Systemically important non deposit taking non-banking financial company.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date of M/s Vintage Securities Limited

(i) IN RESPECT OF FIXED ASSETS:

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

(b) The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets.

(c) The Company has not disposed off substantial part of its fixed assets.

(ii) IN RESPECT OF INVENTORIES:

(a) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management.

(b) In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities.

(iii) IN RESPECT OF LOAN:

(a) According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act during the year.

(b) The rate of interest and other terms and conditions of such loans (given on demand basis) are, in our opinion, prima facie not prejudicial to the interest of the company (no. of entity: 2, amount involved: Rs. 27.30 lacs & balance at year end: Rs.45.69 Lacs)

(c) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems

commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system.

(v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, where the value of each such transaction is in excess of Rs.5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) IN RESPECT OF DEPOSITS:

According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under.

(vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:

According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub section (1) of section 209 of the Companies act.

(ix) As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of Income Tax, Cess and any other Statutory Dues with the appropriate authorities. Provisions of the Employee''s Provident Fund and Miscellaneous Provisions Act and the Employee''s State Insurance Act are not applicable to the company.

According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on 31.03.2013, which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2013. The company has not incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report.

(xi) The company has not taken any loan from banks or financial institution or debenture holders during the year

(xii) According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities.

(xiii) According to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund/ societies is not applicable to the company during the year.

(xiv) We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, 1956.

(xv) 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 during the year.

(xvi) The company has not taken any term loan during the year.

(xvii) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no funds raised on short term basis have been used for long term investment or vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not raised any money by way of issue of debentures and thus it is not required to create any securities/ charges thereof.

(xx) The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise.

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

FOR S.SINGHI& ASSOCIATES

Chartered Accountants



ICAIFRN:317039E

(CA. Sunil Singhi)

Kolkata Proprietor

Date : 24th day of May, 2013 Membership No. 053088

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Mar 31, 2012

1. We have audited the accompanying financial statements of M/S. VINTAGE SECURITIES LIMITED, which comprise the Balance Sheet as at 31st March 2012, the Statement of Profit and Loss account of the said company and the Cash flow statement for the year ended on that date, and a summary of significant accounting policies and other explanatory informations.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the company in accordance with the Accounting Standards referred to in Sub section (3C) of Section 211 of the Companies Act, 1956. The 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.

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

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the Auditor's judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

4. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Ministry of Finance (Department of Company Affairs) in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

5. We further 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit & 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, Statement of Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of the 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 are disqualified as on 31st 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.

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the Notes thereon and schedules annexed thereto 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2012,

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

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

6. As required under "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008", and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve bank of India as specified in the said Directions, namely the following:

a) The company has received the "Certificate of Registration" from Reserve Bank of India for registration as "Non Banking Financial Company" as non deposit taking company on 20.02.1998. (Certificate No.05.00237).

b) The Board of Directors of the company has passed a board resolution for the non-acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning of Bad and Doubtful Debts as applicable to it.

e) The company is not a 'Systemically important non deposit taking non-banking financial company'.

ANNEXURE TO AUDITOR'S REPORT OF EVEN DATE OF M/S. VINTAGE SECURITIES LIMITED

(i) IN RESPECT OF FIXED ASSETS:

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

(b) The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets.

(c) The Company has not disposed off substantial part of its fixed assets.

(ii) IN RESPECT OF INVENTORIES:

(a) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management.

(b) In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities.

(iii) IN RESPECT OF LOAN:

(a) According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act during the year.

(b) The rate of interest and other terms and conditions of such loans (given on demand basis) are, in our opinion, prima facie not prejudicial to the interest of the company (no. of entity: 1, amount involved; Rs. 9.45 lacs & balance at year end: Rs. 1.70 Lacs)

(c) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system.

(v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, where the value of each such transaction is in excess of Rs. 5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) IN RESPECT OF DEPOSITS:

According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under.

(vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:

According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt. under clause (d) of sub section (1) of section 209 of the Companies act.

(ix) As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of Income Tax, Cess and any other Statutory Dues with the appropriate authorities. Provisions of the Employee's Provident Fund and Miscellaneous Provisions Act and the Employee's State Insurance Act are not applicable to the company.

According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on 31.03.2012, which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2012. The company has not incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report.

(xi) The company has not defaulted in repayment of dues taken from banks.

(xii) According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities.

(xiii) According to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund/societies is not applicable to the company during the year.

(xiv) We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, 1956.

(xv) 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 during the year.

(xvi) The company has not taken any term loan during the year.

(xvii)To the best of our knowledge and belief and according to the information and explanations given to us, we report that no funds raised on short term basis have been used for long term investment or vice versa.

(xviii)The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not raised any money by way of issue of debentures and thus it is not required to create any securities/charges thereof.

(xx) The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise.

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

FOR S. SINGHI & ASSOCIATES Chartered Accountants

(CA. Sunil Singhi) Proprietor Membership No. 053088 Firm Reg. No.317039E

47, Ezra Street, Kolkata Date : the 30th day of May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. Vintage Securities Limited, 58/3, B.R.B. Basu Road, Kolkata - 700001 as at 31st March 2011, the Profit and Loss Account of the said company and the cash flow statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 have 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) issued by the Ministry of Finance (Department of Company Affairs) in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

4. We further 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books.

c. The Balance Sheet, Profit & 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 & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with and subject to the Notes thereon and schedules annexed thereto 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 Balance Sheet, of the state of affairs of the Company as at 31st March 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 case of Cash Flow Statement, of the cash flows for the year ended as on that date.

5. As required under "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008", and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve bank of India as specified in the said Directions, namely the following:

a) The company has received the "Certificate of Registration" from Reserve Bank of India for registration as "Non Banking Financial Company" as non deposit taking company on 20.02.1998. (Certificate No. 05.00237).

b) The Board of Directors of the company has passed a board resolution for the non - acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning of Bad and Doubtful Debts as applicable to it.

e) The company is not a 'Systemically important non deposit taking non-banking financial company'.

ANNEXURE TO AUDITOR'S REPORT OF EVEN DATE OF M/S. VINTAGE SECURITIES LIMITED

(i) IN RESPECT OF FIXED ASSETS:

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

(b) The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets.

(c) The Company has not disposed off substantial part of its fixed assets.

(ii) IN RESPECT OF INVENTORIES:

(a) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management.

(b) In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities.

(iii) IN RESPECT OF LOAN:

(a) According to the information and explanations given to us, 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 during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company.

(b) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system.

(v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, where the value of each such transaction is in excess of Rs.5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) IN RESPECT OF DEPOSITS:

According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under.

(vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:

According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt. under clause (d) of sub section (1) of section 209 of the Companies act.

(ix) As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of Income Tax, Cess and any other Statutory Dues with the appropriate authorities. (Provisions of the Employee's Provident Fund and Miscellaneous Provisions Act and the Employee's State Insurance Act are not applicable to the company).

According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on 31.03.2011, which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2011. The company has incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report.

(xi) The company has not defaulted in repayment of dues taken from banks.

(xii) According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities.

(xiii) According to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund/ societies is not applicable to the company during the year.

(xiv) We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, 1956.

(xv) 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 during the year.

(xvi) The company has not taken any term loan during the year.

(xvii) To the best of our knowledge and belief and according to the information and explanations given to us, we report that no funds raised on short term basis have been used for long term investment or vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not raised any money by way of issue of debentures and thus it is not required to create any securities/charges thereof.

(xx) The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise.

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

For S. SINGHI & ASSOCIATES Chartered Accountants

(Sunil Singhi) Proprietor Membership No. 053088 Firm Registration No. : 317039E

47, Ezra Street, Kolkata, the 30th day of May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Vintage Securities Limited, 58/3, B.R.B. Basu Road, Kolkata - 700 001 as at 31st March 2010, the Profit and Loss Account of the said company and the cash flow statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Ministry of Finance (Department of Company Affairs) in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

4. We further 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books.

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

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

e. On the basis of the written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st 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 explanations given to us, the said accounts read together with and subject to the Notes thereon and schedules annexed thereto 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 Balance Sheet, of the state of affairs of the Company as at 31st 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 case of Cash Flow Statement, of the cash flows for the year ended as on that date. 5. As required under "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008", and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve bank of India as specified in the said Directions, namely the following:

a) The company has received the "Certificate of Registration" from Reserve Bank of India for registration as "Non Banking Financial Company" as non deposit taking company on 20.02.1998. (Certificate No.05.00237).

b) The Board of Directors of the company has passed a board resolution for the non - acceptance of any public deposits.

c) The Company has not accepted any public deposits during the year under reference.

d) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning of Bad and Doubtful Debts as applicable to it.

e) The company is not a systemically important non deposit taking non-banking financial company.

ANNEXURE TO AUDITORS REPORT OF EVEN DATE OF M/S. VINTAGE SECURITIES LIMITED

(i) IN RESPECT OF FIXED ASSETS:

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

(b) The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets.

(c) The Company has not disposed off substantial part of its fixed assets. (ii) IN RESPECT OF INVENTORIES:

(a) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management.

(b) In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities.

(iii) IN RESPECT OF LOAN:

(a) According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act during the year.

(b) The rate of interest and other terms and conditions of such loans (given on demand basis) are, in our opinion, prima facie not prejudicial to the interest of the company. (no. of entity: 3, amount involved: Rs. 47.31 lacs & balance at year end: Rs.16.16 lacs)

(c) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year.

(d) Hence, clause relating to the rate of interest and other terms and conditions of loan taken are not applicable during the year.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system.

(v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanations given to us, where the value of each such transaction is in excess of Rs.5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

(vi) IN RESPECT OF DEPOSITS:

According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under.

(vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:

According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt. under clause (d) of sub section (1) of section 209 of the Companies Act.

(ix) (a) As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of income tax, cess and any other statutory dues with the appropriate authorities. Provisions of the Employees Provident Fund and Miscellaneous Provisions Act and the Employees State Insurance Act are not applicable to the company.

(b) According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on 31.03.2010, which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at March 31, 2010. The company has incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report.

(xi) The company has not defaulted in repayment of dues taken from banks.

(xii) According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities.

(xiii) According to information and explanations given to us, the provisions of any special statute applicable to chit fund, is not applicable to the company during the year.

(xiv) We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, 1956.

(xv) 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 during the year.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, no long term loans were availed by the company during the year. The short term working capital loan taken by the company was used for the purpose for which it has been taken.

(xvii) 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 during the year.

(xviii) The company has not raised any money by way of issue of debentures and thus it is not required to create any securities thereof.

(xix) The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise.

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

For S. Singhi & Associates

Chartered Accountants

(Sunil Singhi)

47, Ezra Street, Propietor

Kolkata, the 29th day of May 2010 Membership No. 053088

Firm Registration No. : 317039E