Auditor Report of JPT Securities Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of M/s JPT Securities Limited, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and 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

2. The management and Board of Directors of the Company are 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 view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

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

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

(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; as such the question of commenting on any material foreseeable losses thereon does not arise.

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 7 Our Report of even date to the members of JPT Securities Limited on the accounts of the company for the year ended 31st March, 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) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

(ii) (a) The company was in the business of dealing in shares and securities. There is no closing stock at the year end. Hence this clause (a) and (b) are not applicable.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories (shares and securities).

(iii) The company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services.

Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

(v) The Company has a outstanding deposits from M/s. Awaita Properties Private Limited Rs. 38,03,40,681/- as on 31/03/2015 (Max. outstanding during the year: Rs. 38,17,29,810/- and P.Y. O/S: Rs. 38,17,08,305/- as on 31/03/2014). The repayment and other terms are not specified.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are dues of Income Tax for Rs.1,76,59,963/- and Service Tax for Rs.1,49,90,016/- which have not been deposited with the appropriate authorities in India.

(c) According to the information and explanations given to us there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

(ix) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

(x) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year

(xi) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Batra Sapra & Co Chartered Accountants Firm Registration No 000103N

A L Batra Partner (M.No. 016929)

Place: New Delhi Date: May 28, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of JPT Securities Limited, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements. 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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. 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.

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of JPT Securities Limited on the accounts of the Company for the year ended 31st March, 2014.

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) The company was in the business of dealing in shares and securities. There is no closing stock at the year end. Hence this clause (a) and (b) are not applicable.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories (shares and securities).

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) The Company has an outstanding unsecured loan of Rs. 38,17,08,305/- as on 31/03/2014 (Max. outstanding during the year: Rs. 47,59,02,305/- and P.Y. O/S: Rs. 47,58,27,305/- as on 31/03/2013) from M/s. Awaita Properties Private Limited, party covered in the register maintained under section 301 of the Companies Act, 1956. The repayment and other terms are not specified

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) According to the information and explanations given to us transactions with parties with whom transactions exceeding the value of Rupees Five Lacs have been entered into during the financial year are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

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

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government has not prescribed under clause (d) of sub-section (1) of section 209 of the Act for the nature of industry in which the Company is doing business.

9. (a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues with the appropriate authorities and no such undisputed amount is outstanding at the last day of the financial year for a period of more than six months from the date they became payable except Income Tax of Rs. 1,76,21,383/- and Service tax of Rs. 1,45,51,854/-. As informed to us Provident Fund, Employees'' State Insurance is not applicable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is dealing or trading in shares, securities and proper records are maintained of the transactions and contracts and timely entries have been made therein.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

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

i) The company has not accepted any Public Deposits during the year under reference.

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

iii) The company is engaged in the business of Non-banking financial institution in the year under reference requiring it to hold certificate of registration under section 45IA of the RBI Act 1934.

FOR BATRA SAPRA & CO. Chartered Accountants

(CA A L Batra) Place : New Delhi Senior Partner Date : May 30, 2014 (M.No.016929)

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Mar 31, 2013

We have audited the accompanying financial statements of JPT Securities Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements. 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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. 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.

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 subsection (3C) of section 211 of the Companies Act, 1956;

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the Members of JPT Securities Limited on the accounts of the Company for the year ended March 31, 2013. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) The Company was in the business of dealing in shares and securities. There is no closing stock at the year end.

Hence this clause (a) and (b) are not applicable

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories (shares and securities).

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii(b), iii(c) and iii(d) of the order are not applicable to the Company.

(e) The Company has an outstanding unsecured loan of Rs. 475,827,305/- as on 31/03/2013 (Max. outstanding during the year : Rs. 487,622,267/- and P.Y. O/S : Rs. 474,422,267/- as on 31/03/2012) from Awaita Properties Private Limited, party covered in the register maintained under section 301 of the Companies Act, 1956. The repayment and other terms are not specified.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) According to the information and explanations given to us transactions with parties with whom transactions exceeding the value of Rupees Five Lacs have been entered into during the Financial year are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

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

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government has not prescribed under clause (d) of sub-section (1) of section 209 of the Act for the nature of industry in which the Company is doing business.

9. (a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues with the appropriate authorities and no such undisputed amount is outstanding at the last day of the financial year for a period of more than six months from the date they became payable except Income Tax of Rs. 1, 67, 06,579/-. As informed to us Provident Fund, Employees'' State Insurance is not applicable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is dealing or trading in shares, securities and proper records are maintained of the transactions and contracts and timely entries have been made therein.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

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

i) The Company has not accepted any Public Deposits during the year under reference.

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

iii) The Company is engaged in the business of Non-banking financial institution in the year under reference requiring it to hold certificate of registration under section 45IA of the RBI Act 1934.

For Batra Sapra & Co.

Chartered Accountants

Firm Reg. No. 000103N

Sd/-

Amrit Lal Batra

Partner

Membership No.: 016929

Place: New Delhi

Date: May 29, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of JPT SECURITIES LIMITED as at March 31, 2012 and related Profit & Loss Account annexed thereto for the year ended on that date, which have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As per the Companies (AuditorRs.s Report) Order, 2003, as amended by the Companies (AuditorRs.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 of India (the "Act") and in terms of Notification No. DFC 117/DG (SPT) 98 dated 02/01/1998 relating to direction of NBFCRs.s audits as per RBI Act, 1934 and on the basis of such checks as we considered appropriate under the circumstances and on the basis of information and explanations given to us in the course of audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

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

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

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

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

(c) in the case of the Cash flow Statement, of the cash flow for the year ended on that date

ANNEXURE TO THE AUDITORSRs. REPORT

Annexure referred to in Para 3 of our Report of even date on the financial statements for the year ended March 31, 2012 of JPT SECURITIES LIMITED Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit we report that,

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and

situation of fixed assets.

(b) All the assets have been physically verified by the Management during the year. No material discrepancies were noticed on such verification.

(c) The contents of Paragraph 4(i)(c) of CARO, 2003, are not applicable since the Company has not disposed any fixed assets.

(ii) (a) The Company was in the business of dealing in shares and securities. There is no closing stock at the year end. Hence this clause (a) and (b) are not applicable.

(c) The Company is maintaining proper records of inventory (shares and securities) as required in the normal course of business.

(iii) (a) The Company has not granted unsecured loan to Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (a) to (d) are not applicable

(b) The Company has taken advance from one Company covered in the register maintained under section 301 of the Companies Act, 1956. The outstanding amount as on March 31, 2012, is Rs. 47,44,22,267/-. The repayment and other terms are not specified.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for sale of goods and services. During the course of audit, no major weaknesses in the internal controls have come to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of parties referred to in section 301 of the Act have been entered in the registered to be maintained under that section.

(b) The transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public.

(vii) In our opinion, the Company has in-house internal audit system commensurate with its size and nature of business.

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, for the nature of industry in which the Company is doing business.

(ix) (a) According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues with the appropriate authorities and no such undisputed amount is outstanding at the last day of the financial year for a period of more than six months from the date they became payable except Income Tax of Rs. 1,20,45,165/-. As informed to us Provident Fund, EmployeesRs. State Insurance are not applicable.

(b) The Company has no disputed dues relating to Sales Tax, Service Tax, Custom Duty, Wealth Tax and Cess except Income Tax, which has not been deposited by the Company with the appropriate authorities.

(x) There are no accumulated losses of the Company at the end of the financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances against security of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, this clause and sub clauses (a) to (d) are not applicable as the Company has not entered into business of Chit Fund, or related activities.

(xiv) In our opinion and according to the information and explanations given to us, the Company is dealing or trading in shares, securities and proper records are maintained of the transactions and contracts and timely entries have been made therein. There is no stock of shares and securities held at the year end.

(xv) In our opinion and according to the information and explanations given to us, Company has not given any guar- antee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company has not taken any term loans.

(xvii) Based on an overall examination of the Balance Sheet of the Company, prima-facie, no funds raised on short term basis has been used for long term investments.

(xvii) In our opinion, the Company has not made any preferential allotment of shares to parties and Companies cov- ered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

(xx) The Company has not raised money through public issues during the year under review.

(xxi) According to the information and explanations given to us & to the best of our knowledge or belief, no material fraud on or by the Company has been noticed or reported during the course of our audit

1) The Company has been granted Registration Certificate No. B-13.01992 dated May 24, 2011, as provided in section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934).

2) The Company has not accepted any Public Deposits during the year under reference.

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

4) The Company is engaged in the business of Non - Banking Financial Institution in the year under reference requiring it to hold certificate of registration under section 45 IA of the RBI Act, 1934.

For BATRA SAPRA & COMPANY Chartered Accountants Firm Reg. No. 000103N

Amrit Lal Batra Partner Membership No. 016929

Place: New Delhi Date : May 30, 2012

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Mar 31, 2010

We have audited the attached Balance Sheet of JPT SECURITIES LIMITED as at March 31, 2010 and related Profit & Loss Account annexed thereto for the year ended on that date, which have signed under reference to this report. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As per the Companies {Auditors Report) Order, 2003, as amended by the Companies (Auditors 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 of India (The "Act") and in terms of Notification No. DFC 117/DG (SPT) 98 date 02/01/ 1998 relating to direction of NBFCs audits as per RBI Act, 1934 and on the basis of such checks as we considered appropriate under the circumstances and on the basis of information and explanations given to us in the course of audit, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order. Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were

necessary for the purposes of our audit; (ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears

from our examination of those books; (iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account; (iv) In our opinion, the balance sheet and profit and loss account dealt with by this report comply with the

accounting standards referred to in sub-section 3 (c) of section 211 of the Companies Act, 1956; (v) On the basis of written representations received from the directors, as on March 31, 2010,and taken on

record by the Board of Directors, we report that none of the directors is disqualified from being appointed as

a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; (vi) In our opinion and to the best of our information and according to the explanations given to us, the said

accounts give the information required by the Companies Act, 1956, in the manner so required and give a true

and fair view 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, 2010; and

(b) in the case of the Profit and Loss Account of the "Profit" of the company for the year ended on that date;

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in Para 3 of our Report of even date on the financial statements for the year ended March 31, 2010 of JPT SECURITIES LIMITED. Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that, (i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The contents of Paragraph 4(i)(c) of CARO.2003 are not applicable since the company has not disposed any fixed assets.

(ii) (a) The company was in the business of dealing in shares and securities. There is no closing stock at the year end. Hence this clause (a) and (b) are not applicable. (c) The Company is maintaining proper records of inventory (shares and securities) as required in the normal course of business.

(iii) (a) The Company has not granted unsecured loan to Companies covered in the register maintained under section 301 of the Companies Act, 1956, Hence clause a to d are not applicable.

(b) The Company taken advance from one company covered in the register maintained under section 301 of the Companies Act, 1956 The Outstanding amount as on March 31, 2010 is Rs. 8,40,000. The repayment and other terms are not specified.

(iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and for sale of goods and services. During the course of audit, no major weaknesses in the internal controls have come to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of parties referred to, in section 301 of the Act have been entered in the registered to be maintained under that section. (b) The transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from public.

(vii) In our opinion, the company has in-house internal audit system commensurate with its size and nature of business.

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1)

of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business.

(ix) (a) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues with the appropriate authorities and no such undisputed amount is outstanding at the last day of the financial year for a period of more than six months from the date they became payable. As informed to us Provident Fund, Employees State Insurance are not applicable.

(b) The company has no disputed dues relating to Sales Tax, Service Tax, Custom Duty, Wealth Tax and Cess except Income Tax, which has not been deposited by the company with the appropriate authorities.

(x) There are no accumulated losses of the Company at the end of the financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks. (xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or advances against security of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, this clause and sub clauses (a) to (d) are not applicable as the Company has not entered into business of Chit Fund, or related activities.

(xiv) In our opinion and according to the information and explanations given to us, the Company is dealing or trading in shares, securities and proper records are maintained of the transactions and contracts and timely entries have been made therein. There is no stock of shares and securities held at the year end.

(xv) In our opinion and according to the information and explanations given to us, company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the company has not taken any term loans.

(xvii) Based on an overall examination of the balance sheet of the company, prima-facie, no funds raised on short term basis have been used for long term investments.

(xviii) In our opinion, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

(xx) The Company has not raised money through public issues during the year under review.

(xxi) According to the information and explanations given to us & to the best of our knowledge or belief, no material fraud on or by the Company has been noticed or reported during the course of our audit;

1) The company has been granted Registration certificate No. 14.00027 dated February 21, 1998 as provided in section 45 IA of the Reserve Bank of India Act,1934(2 of 1934).

2) The company has not accepted any Public Deposits during the year under reference.

3) The company has complied with the prudential norms relating to the income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it.

4) The company is engaged in the business of Non - banking financial institution in the year under reference requiring it to hold certificate of registration under section 45 IA of the RBI Act 1934.

For BATRA SAPRA & COMPANY Chartered Accountants

K. S. Kamath

Place: New Delhi Partner

Date: May 21, 2010 Membership No. 044492