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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Monarch Networth Capital Ltd.

Mar 31, 2025

We have audited the accompanying Standalone
Financial Statements of Monarch Networth
Capital Limited ("the Companyâ), which comprise
the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss, including Statement
of Other Comprehensive Income, Statement of
Cash Flows and Statement of Changes in Equity for
the year then ended, and notes to the Standalone
Financial Statements, including material accounting
policy information and other explanatory information
(hereinafter referred to as the "Standalone Financial
Statementsâ).

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone Financial Statements give
the information required by the Companies Act,
2013 ("the Actâ) in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards ("IND ASâ) prescribed under
section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended and
other accounting principles generally accepted in
India, of the state of affairs of the Company as at March
31, 2025, its profit (including other comprehensive
income), changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards
on Auditing (SAs) specified under section 143(10)
of the Act and other applicable authoritative
pronouncements issued by the Institute of Chartered
Accountants of India ("ICAIâ). Our responsibilities
under those Standards are further described in
the âAuditorâs Responsibilities for the Audit of the
Standalone Financial Statementsâ section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
ICAI together with the ethical requirements that
are relevant to our audit of the Standalone Financial

Statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe
that the audit evidence obtained by us and with the
consideration of report of the other auditors referred
to in the "Other Mattersâ section below is sufficient
and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the Standalone Financial Statements
for the year ended March 31, 2025. These matters
were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide
a separate opinion on these matters.

We have determined that there are no key audit
matters to communicate in our report.

Information Other than the Standalone
Financial Statements and Auditorâs Report
Thereon

The Companyâs Board of Directors is responsible
for the other information. The other information
comprises the information included in the Annual
Report but does not include the Standalone Financial
Statements and our auditorâs report thereon. The
Annual Report is expected to be made available to us
after the date of this auditorâs report.

Our opinion on the Standalone Financial Statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the Standalone
Financial Statements, our responsibility is to read the
other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
Standalone Financial Statements or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Annual report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those

charged with governance under SA 720 âThe Auditorâs
responsibilities Relating to Other Informationâ.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

The Companyâs Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation and presentation of
these Standalone Financial Statements that give a
true and fair view of the financial position, financial
performance, cash flows and changes in equity of
the Company in accordance with the accounting
principles generally accepted in India, including the
IND AS specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015 as amended. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the Standalone
Financial Statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

In preparing the Standalone Financial Statements,
the Board of Directors are responsible for assessing
the Companyâs ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern
basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for
overseeing the Companyâs financial reporting
process.

Auditorâs Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an
auditorâs report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

Identify and assess the risks of material
misstatement of the Standalone Financial
Statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
Standalone Financial Statements in place and
the operating effectiveness of such controls.

Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by Management and Board of Directors.

Conclude on the appropriateness of
Managementâs use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Companyâs ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditorâs report to the
related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditorâs report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

Evaluate the overall presentation, structure and
content of the Standalone Financial statements,
including the disclosures, and whether the
Standalone Financial Statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the audit
of the Standalone Financial Statements for the year
ended March 31, 2025 and are therefore, the key audit
matters. We describe these matters in our auditorâs
report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits
of such communication.

Other Matters:

(a) The Standalone Financial Statements of the
Company for the year ended March 31, 2024,
were audited by another auditor whose report
dated May 24, 2024 expressed an unmodified
opinion on those statements.

Our opinion is not modified in respect of this
matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditorâs
Report) Order, 2020 ("the Orderâ), issued by
the Central Government of India in terms
of sub-section (11) of section 143 of the Act,
we give in âAnnexure Aâ a statement on the
matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

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

report that:

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

(b) In our opinion, proper books of account
as required by law have been kept by
the Company so far as it appears from
our examination of those books, except
for the matters stated in the paragraph
2(h)(vi) below on reporting under Rule
11(g).

(c) The Balance Sheet, the Statement of
Profit and Loss including the statement
of other comprehensive income,
the Statement of Cash Flow and the
Statement of Changes in Equity dealt
with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid Standalone
Financial Statements comply with the
IND AS specified under Section 133
of the Act read with the Companies
(Indian Accounting Standards) Rules,
2015 as amended.

(e) The reservation relating to the
maintenance of accounts and other
matters connected therewith are as
stated in paragraph 2 (b) above on
reporting under Section 143(3)(b) and
paragraph 2(h)(vi) below on reporting
under Rule 11(g).

(f) On the basis of the written
representations received from the
directors as on March 31, 2025 taken on
record by the Board of Directors, none
of the directors are disqualified as on
March 31, 2025 from being appointed as
a director in terms of Section 164 (2) of
the Act.

(g) With respect to the adequacy of the
internal financial controls with reference
to Standalone Financial Statements
of the Company and the operating
effectiveness of such controls, refer to
our separate Report in "Annexure Bâ.

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

i. The Company has disclosed the impact
of pending litigations on its financial
position in its Standalone Financial
Statements - Refer Note 37 to the
Standalone Financial Statements;

ii. The Company did not have any longÂ¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.

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

iv. (1) The Management has represented

that, to the best of its knowledge
and belief, as disclosed in the Note
71 to the Standalone Financial
Statements, no funds have been
advanced or loaned or invested
(either from borrowed funds
or share premium or any other
sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities (âIntermediariesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company (âUltimate
Beneficiariesâ) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(2) The Management has represented,
that, to the best of its knowledge
and belief, other than as disclosed
in the Note 71 to the standalone
financial statements, no funds have
been received by the Company from
any persons or entity(ies), including
foreign entities (âFunding Partiesâ),
with the understanding, whether

recorded in writing or otherwise,
that the Company shall, directly or
indirectly, lend or invest in other
persons or entities identified in
any manner whatsoever by or
on behalf of the Funding Party
(âUltimate Beneficiariesâ) or

provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries.

(3) Based on the audit procedures
performed that have been
considered reasonable and

appropriate in the circumstances,
and according to the information
and explanations provided to us
by the Management in this regard
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause

(i) and (ii) of Rule 11(e) as provided
under (1) and (2) above, contain any
material mis-statement.

v. The final dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with section 123 of the
Companies Act 2013 to the extent it
applies to payment of dividend.

The Board of Directors of the Company
have proposed final dividend for the
year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared
is in accordance with section 123 of the
Act to the extent it applies to declaration
of dividend. (Refer Note 41 to the
Standalone Financial Statements)

vi. Based on our examination which
included test checks, the Company
has used an accounting software for
maintaining its books of account which
has a feature of recording audit trail (edit
log) facility only at application level. The
said audit trail feature has been enabled
and operated throughout the year for
all relevant transactions recorded in
the accounting software at application
level. Also, during the course of our
examination, we did not come across
any instance of audit trail feature being

tampered with at the application level.
Additionally, the audit trail of prior years
at application level has been preserved
by the Company as per the statutory
requirements for record retention.

However, with respect to the database of
the said accounting software to log any
direct changes, we are unable to comment
whether the said software has a feature of
recording audit trail (edit log) facility, nor are
we able to comment on whether the audit
trail feature has been enabled in the said
database and has been operated throughout
the year for all relevant transactions
recorded in the database with respect to the
software. Also, we are unable to comment
as to whether there was any instance of
the audit trail feature been tampered with
at database level. Additionally, we will not
be able to comment on the preservation
of the audit trail of prior years at database

level by the Company as per the statutory
requirements for record retention.

3. In our opinion, according to information,
explanations given to us, the remuneration
paid by the Company to its directors is within
the limits laid prescribed under Section 197
read with Schedule V of the Act and the
rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration Number: 105047W

Ajit Burli

Partner

Membership Number: 133147

UDIN: 25133147BMLAOK8433

Mumbai

May 27, 2025

Mar 31, 2024

We have audited the accompanying standalone financial statements of MONARCH NETWORTH CAPITAL LIMITED ("the Companyâ), which comprise the balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive income, statement of cash flows, and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its Profit / Loss and cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditorâs responsibilities for the audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

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

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters below to be key audit matters to be communicated in our report:

Key audit matters	How the matter was addressed in our Audit
Information Technology system for the financial	In view of the significance of the matter we applied
reporting process	the following audit procedures, on test check basis,
The Company is highly dependent on its information	in this area, among others to obtain reasonable
technology (IT) systems for carrying on its operations which require large volume of transactions to be	audit assurance:
processed on a daily basis.	Obtained an understanding of the Companyâs IT environment and identified IT applications,
Further, the Companyâs accounting and financial	databases and operating systems, for the
reporting processes are dependent on the automated	areas which are relevant to our audit. Sample
controls enabled by IT systems which impacts key	verification of the key transactions was carried out
financial accounting and reporting items such as	to verify the effectiveness of the IT environment
Brokerage income, Trade receivable ageing amongst	in the company.
others. The controls implemented by the Company in	Obtained understanding of IT infrastructure i.e.
its IT environment determine the integrity, accuracy,	operating systems and databases supporting
completeness and validity of data that is processed	the identified systems and related data security
by the applications and is ultimately used for financial	controls in relation to large number of users
reporting.	working on the entityâs systems remotely.

Key audit matters	How the matter was addressed in our Audit
Further, the prevailing COVID-19 situation has caused	â¢	Management has given us reasonable assurance
the required IT applications to be made accessible to		about the existence of the suitable IT controls
the employees on a remote basis.		and their persistent review and monitoring of the performance and issues arising on IT matters on a periodic basis.
	â¢	Reliance is also placed on the independent system audit carried out by the external agencies, as per the mandate of the regulators.
Expected credit loss allowances	In view of the significance of the matter we applied
Recognition and measurement of impairment of	the following audit procedures, on test check basis,
financial assets involve significant management	in	this area, among others to obtain reasonable
judgement. With the applicability of Ind AS 109, credit	audit assurance:
loss assessment is now based on expected credit loss (ECL) model. The Companyâs impairment allowance is	â¢	We evaluated managementâs process and
derived from estimates including the historical default		tested key controls around the determination
and loss ratios. Management exercises judgement in		of extent of requirement of expected credit
determining the quantum of loss based on a range		loss allowances, including recovery process
of factors. The most significant areas are loan staging		& controls implemented in the company for
criteria, calculation of probability of default / loss and		trade receivables and other financial assets. It
consideration of probability weighted scenarios and		was explained to us by the management that
forward-looking macroeconomic factors. There is a large		the control exists relating to the recovery of
increase in the data inputs required by the ECL model.		receivables, including those aging for large
This increases the risk of completeness and accuracy		periods and in the opinion of the board there
of the data that has been used to create assumptions		is no requirement making expected credit loss
in the model. In some cases, data is unavailable and		allowance.
reasonable alternatives have been applied to allow calculations to be performed. As per management	â¢	We have also reviewed the management
opinion, there is no expected credit loss in several		response and representation on recovery process
financial assets including the trade receivables and		initiated for sample receivables, and based on
other financial assets of the Company and all are on		the same we have place reliance on these key
fair value, based on the assessment and judgement made by the board of the company.		controls for the purposes of our audit.
Deferred Tax Assets	In view of the significance of the matter we applied
Recognition and measurement of deferred tax assets	the following audit procedures in this area, among
The Company has deferred tax assets in respect of	others to obtain reasonable audit assurance:
temporary differences and MAT credit entitlements.	a	Through discussions with management, we
The recognition of deferred tax assets involves judgment regarding the likelihood of the reasonable certainty of		understood the Companyâs process for recording deferred tax assets;
realisation of these assets, in particular whether there	â¢	Discussed with the management about the
will be taxable profits in future periods that support		basis of the management estimations of the
recognition of these assets.		future revenue for the reasonable certainty of utilisation of the deferred tax assets and therefore
Management records deferred tax assets in respect of MAT credit entitlements, temporary differences and brought forward business losses in cases where it is reasonably certain based on the presumed profitability determined on the basis of management estimation that sufficient taxable income will be available to absorb the differed tax assets in future.	â¢	recognition of deferred tax assets; and Accordingly based on the projected business plan made by the management, for the purpose of recognition of deferred tax assets in the financial statements, the asset provision seems to be reasonable.

Key audit matters	How the matter was addressed in our Audit
Investment and Loans to group companies	In view of the significance of the matter we applied
The Company has investments in group company and	the following audit procedures in this area, among
associates which are considered to be associated with	others to obtain reasonable audit assurance:
significant risk in respect ofvaluation of such investments. These investments are carried at cost. Management has given us confirmation that the investments are reviewed for impairment at each reporting date. This assessment is based on the presumed future financial performance of these underlying entities, which involve significant estimates and judgment, due to the inherent uncertainty involved in forecasting future cash flows.	Comparing the carrying amount of investments with the relevant group entityâs balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those entities have historically been profit-making;
There is significant judgment in estimating the timing	For the investments where the carrying amount
of the cash flows and the appropriate discount rate.	exceeded the net asset value, comparing the carrying amount of the investment with the
In addition, considering the materiality of the	profitability estimation by the management of
investments in group companies, vis-a-vis the total	these group entities;
assets of the Company, this is considered to be significant to our overall audit strategy and planning.	Understanding the return prospects from the group entities, based on discussion with the
The Company has also extended loans to group entities	management; and
and related parties that are assessed for recoverability	Obtained independent confirmations to ensure
at each period end.	completeness and existence of loans and advances held by related parties as on reporting date.
Balances of Various Financial Assets and Liabilities	We evaluated the management procedure and
Refer Note No. 49 to the financial statements which	tested key controls employed by the management
describes that the balance of Receivables and Payables,	to review over the reconciliation and recoverability
including Trade Receivables, loans, deposits & advances	of the long outstanding assets and payability of long
given as well as taken, payable to vendors, etc, are subject	outstanding liabilities. Based on the explanations
to confirmation and consequent reconciliation and	and representations provided by the management,
adjustments, if any. Hence, the effect thereof, on Profit/	it was explained to us that the Board is carrying
Loss, Assets and Liabilities, if any, is not ascertainable.	out a regular review of balances of all outstanding assets and liabilities, based on the formal/ informal arrangements with the respective parties involved. As per their opinion, there will be no substantial impact on their reconciliation with their balance confirmations. Based on the same, we have placed reliance on these key controls for the purposes of our audit.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORSâ REPORT THEREON

The Companyâs board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report but does not include the standalone financial statements and our auditorâs report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Companyâs financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

that:

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

a. The Company does not have any pending litigations which would impact its financial position, other than those mentioned in Note 39 to 41 (Contingent Liabilities) to the Standalone financial statements;

b. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses; and

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

d. (i) The management has represented

that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

e. As stated in Note 15(d) to the standalone financial statements

(i) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(ii) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

f. Based on our examination which included test checks, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

For PAREKH SHAH & LODHA

Chartered Accountants

Firm Registration No.: 107487W

Amit Saklecha

(Partner)

M. No.: 401133

UDIN: 24401133BKADTP3300

Place: Mumbai

Date: May 24, 2024

Mar 31, 2023

Monarch Networth Capital Limited

REPORT ON THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of MONARCH NETWORTH CAPITAL LIMITED ("the Companyâ), which comprise the balance sheet as at March 31, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive income, statement of cash flows, and the Statement of Changes in Equity for the year then ended for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its Profit / Loss and cash flows for the year ended on that date.

Basis for opinion

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

Key audit matters

We have determined the matters below to be key audit matters to be communicated in our report:

Key audit matters

How the matter was addressed in our Audit

Information Technology system for the financial reporting process

The Company is highly dependent on its information technology (IT) systems for carrying on its operations which require large volume of transactions to be processed on a daily basis.

Further, the Companyâs accounting and financial reporting processes are dependent on the automated controls enabled by IT systems which impacts key financial accounting and reporting items such as Brokerage income, Trade receivable ageing amongst others. The controls implemented by the Company in its IT environment determine the integrity, accuracy, completeness and validity of data that is processed by the applications and is ultimately used for financial reporting.

In view of the significance of the matter we applied the following audit procedures, on test check basis, in this area, among others to obtain reasonable audit assurance:

0 Obtained an understanding of the Companyâs IT environment and identified IT applications, databases and operating systems, for the areas which are relevant to our audit. Sample verification of the key transactions was carried out to verify the effectiveness of the IT environment in the company. 0 Obtained understanding of IT infrastructure i.e. operating systems and databases supporting the identified systems and related data security controls in relation to large number of users working on the entityâs systems remotely in the light of COVID-19;

Key audit matters	How the matter was addressed in our Audit
Further, the prevailing COVID-19 situation has caused the required IT applications to be made accessible to the employees on a remote basis.	0 Management has given us reasonable assurance about the existence of the suitable IT controls and their persistent review and monitoring of the performance and issues arising on IT matters on a periodic basis. 0 Reliance is also placed on the independent system audit carried out by the external agencies, as per the mandate of the regulators.
Expected credit loss allowances
Recognition and measurement of impairment of financial assets involve significant management judgement. With the applicability of Ind AS 109, credit loss assessment is now based on expected credit loss (ECL) model. The Companyâs impairment allowance is derived from estimates including the historical default and loss ratios. Management exercises judgement in determining the quantum of loss based on a range of factors. The most significant areas are loan staging criteria, calculation of probability of default / loss and consideration of probability weighted scenarios and forward-looking macroeconomic factors. There is a large increase in the data inputs required by the ECL model. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model. In some cases, data is unavailable and reasonable alternatives have been applied to allow calculations to be performed. As per management opinion, there is no expected credit loss in several financial assets including the trade receivables and other financial assets of the Company and all are on fair value, based on the assessment and judgement made by the board of the company.	In view of the significance of the matter we applied the following audit procedures, on test check basis, in this area, among others to obtain reasonable audit assurance: 0 We evaluated managementâs process and tested key controls around the determination of extent of requirement of expected credit loss allowances, including recovery process & controls implemented in the company for trade receivables and other financial assets. It was explained to us by the management that the control exists relating to the recovery of receivables, including those aging for large periods and in the opinion of the board there is no requirement making expected credit loss allowance. 0 We have also reviewed the management response and representation on recovery process initiated for sample receivables, and based on the same we have place reliance on these key controls for the purposes of our audit.
Deferred Tax Assets
Recognition and measurement of deferred tax assets The Company has deferred tax assets in respect of temporary differences and MAT credit entitlements. The recognition of deferred tax assets involves judgment regarding the likelihood of the reasonable certainty of realisation of these assets, in particular whether there will be taxable profits in future periods that support recognition of these assets. Management records deferred tax assets in respect of MAT credit entitlements, temporary differences and brought forward business losses in cases where it is reasonably certain based on the presumed profitability determined on the basis of management estimation that sufficient taxable income will be available to absorb the differed tax assets in future.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain reasonable audit assurance: 0 Through discussions with management, we understood the Companyâs process for recording deferred tax assets; 0 Discussed with the management about the basis of the management estimations of the future revenue for the reasonable certainty of utilisation of the deferred tax assets and therefore recognition of deferred tax assets; and 0 Accordingly based on the projected business plan made by the management, for the purpose of recognition of deferred tax assets in the financial statements, the assets provisions seems to be reasonable.

Key audit matters	How the matter was addressed in our Audit
Investment and Loans to group companies The Company has investments in group company	In view of the significance of the matter we applied
and associates which are considered to be associated	the following audit procedures in this area, among
with significant risk in respect of valuation of such	others to obtain reasonable audit assurance:
investments. These investments are carried at cost.	0 Comparing the carrying amount of investments with
Management has given us confirmation that the investments are reviewed for impairment at each reporting date. This assessment is based on the presumed future financial performance of these underlying entities, which involve significant estimates and judgment, due to the inherent uncertainty	the relevant group entityâs balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those entities have historically been profit-making;
involved in forecasting future cash flows. There is	0 For the investments where the carrying amount
significant judgment in estimating the timing of the cash flows and the appropriate discount rate.	exceeded the net asset value, comparing the carrying amount of the investment with the profitability estimation by the management of
In addition, considering the materiality of the investments in group companies, vis-a-vis the total	these group entities;
assets of the Company, this is considered to be	0 Understanding the return prospects from the
significant to our overall audit strategy and planning.	group entities, based on discussion with the
The Company has also extended loans to group entities	management; and
and related parties that are assessed for recoverability	0 Obtained independent confirmations to ensure
at each period end.	completeness and existence of loans and advances held by related parties as on reporting date.
Balances of Various Financial Assets and Liabilities
Refer Note No. 49 to the financial statements which	We evaluated the management procedure and
describes that the balance of Receivables and	tested key controls employed by the management
Payables, including Trade Receivables, loans, deposits	to review over the reconciliation and recoverability
& advances given as well as taken, payable to vendors,	of the long outstanding assets and payability of long
etc, are subject to confirmation and consequent	outstanding liabilities. Based on the explanations and
reconciliation and adjustments, if any. Hence, the	representations provided by the management, it was
effect thereof, on Profit/ Loss, Assets and Liabilities, if	explained to us that the Board is carrying out a regular
any, is not ascertainable.	review of balances of all outstanding assets and liabilities, based on the formal/ informal arrangements with the respective parties involved. As per their opinion, there will be no substantial impact on their reconciliation with their balance confirmations. Based on the same we have place reliance on these key controls for the purposes of our audit.
INFORMATION OTHER THAN THE STANDALONE	In connection with our audit of the standalone
FINANCIAL STATEMENTS AND AUDITORSâ	financial statements, our responsibility is to read the
REPORT THEREON	other information and, in doing so, consider whether
The Companyâs board of directors is responsible for	the other information is materially inconsistent with
the preparation of the other information. The other	the standalone financial statements or our knowledge
information comprises the information included in	obtained during the course of our audit or otherwise
the Boardâs Report including Annexures to Boardâs	appears to be materially misstated.
Report, Business Responsibility Report but does not include the standalone financial statements and our	If, based on the work we have performed, we conclude
auditorâs report thereon.	that there is a material misstatement of this other information; we are required to report that fact. We
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.	have nothing to report in this regard.

MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The board of directors are also responsible for overseeing the Companyâs financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise

professional judgment and maintain professional

skepticism throughout the audit. We also:

0 Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

0 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

0 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

0 Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

0 Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) In our opinion, the managerial remuneration for the year ended March 31,, 2023 has been paid/provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

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

b. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses; and

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

d. (i) The management has represented

(iii) Based on such audit procedures that were considered reasonable and appropriate in the circumstances,

nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

e. As stated in Note 15(d) to the standalone financial statements

(i) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

f. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For PAREKH SHAH & LODHA

Chartered Accountants

Firm Registration No.: 107487W

Amit Saklecha

(Partner)

M. No.: 401133

UDIN: 23401133BGZEDL7848

Place: Mumbai

Date: May 25, 2023

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of MONARCH NETWORTH CAPITAL LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rule, 2015, as amended, and other accounting principles generally accepted in India.

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under Section 143(11) of the Act.

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

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

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 March 31, 2018, and its profit/loss, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

I. The Company has disclosed the impact of the pending litigations, if any on its financial position in the financial statements- Please refer Note 33 to the Financial Statements.

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 A TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date]

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:

1. In respect of its fixed assets

a) The Company has maintained the proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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;

c) As explained to us, the title deeds of all the immovable properties are held in the name of the company.

2. In respect of its inventories

Inventory represents securities held as stock-in-trade in course of acting as a merchant banker and market maker for the acquired equity shares and on account of error in execution of transaction. As explained to us, inventories have been verified and reconciled during the year by the management at reasonable intervals. As informed to us, no material discrepancies were noticed on verification of inventories by the management as compared to book records.

3. The company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

a) the terms and conditions of the grant of such interest free loans are not otherwise prejudicial to the company''s interest;

b) According to the information and explanations given to us, the loans given by the company are repayable on demand. As informed, repayment of Principal amount and interest (if agreed) has been received during the year whenever demanded by the company.

c) There is no overdue amount for more than ninety days in respect of loans to the parties covered in the above register.

4. According to the information and explanations given to us and based on our examination of the records of the Company, in respect of loans, investments, guarantees and security given/ made by the company, during the year, the company has complied with the provisions of section 185 & 186 of the Companies Act, 2013.

5. The Company has not accepted any deposits from the public covered under the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder. Further no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company. Hence, Paragraph 3(v) of the Order is not applicable.

6. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 for any of the products of the Company.

7. In respect of Statutory Dues:

a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities in India. According to the information and explanation given to us, there was no outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any disputes, except the followings.

Sr No	Name of Statue	Amount (Rs. in Lakh)	Period to which the amount related	Forum where dispute Pending
1	Service Tax	15.14	01.04.2002 to 31.03.2007	Pending With Service tax Tribunal With Joint Commissioner of Service Tax
	Service Tax	29.03	F.Y.2007-08	Pending With Commissioner (Appeals) of Service Tax
	Service Tax	10.78	F.Y.2007-08	Pending With Commissioner (Appeals) of Service Tax
	Service Tax	3.01	F.Y.2006-07	Superintendent, Service tax, Range XI, Ahmedabad
	Service Tax	6.76	F.Y.2005-07	Pending With Commissioner (Appeals) of Service Tax
2	Income Tax	8.54	A.Y. 2002-03	First Appellate Authority
	Income Tax	82.67	A.Y. 2009-10	First Appellate Authority
	Income Tax	30.48	A.Y. 2010-11	Pending with CIT (Appeals); Original Demand Rs 75,69,110/-
				Rectification Applied: Rs 45,20,903/-
	Income Tax	4.91	A.Y. 2006-07	Assessing Officer

There are no dues of Sales tax, Customs tax/Wealth tax, Excise duty/cess, which have not been deposited on account of any dispute.

8. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any financial institution, banks or government. The company has also not issued debentures. Hence Paragraph 3 (viii) of the Order is not applicable.

9. According to the records of the company examined by us and as per the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year and the term loans raised during the year were applied for the purpose for which those were raised.

10. 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.

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

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

13. According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards

14. The company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) is not applicable.

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

ANNEXURE B TO AUDITORS'' REPORT

[Referred to in Clause (f) in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date]

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

We have audited the internal financial controls over financial reporting of MONARCH NETWORTH CAPITAL LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in general, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were found operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PAREKH SHAH & LODHA

Chartered Accountants

Firm Reg.: 107487W

CA Ashutosh Dwivedi

(Partner) M. No. : 410227

Place: Mumbai

Date : 30th May 2018

Mar 31, 2016

To the Members of

MONARCH NET WORTH CAPITAL LIMITED

(Formerly known as NET WORTH STOCK BROKING LIMITED)

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of M/s. MONARCH NET WORTH CAPITAL LIMITED (Formerly known as NET WORTH STOCK BROKING LIMITED)(âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, 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.

Managementâs Responsibility for the Standalone Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe 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 flow 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.

Auditorsâ Responsibility

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section

(11) of section143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

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 as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended 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, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act ;

f) with respect to the adequacy of the internal financial controls over financial reporting of the company and the operative effectiveness of such controls, refer to our separate report in Annexure B; and

g) 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 has disclosed the impact of the pending litigations on its financial position in the financial statements- Please refer Note 33, 36 & 37 to the Financial Statements.

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

[Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date]

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:

1. In respect of its fixed assets

a) The Company has maintained the proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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;

c) As explained to us, the title deeds of all the immovable properties are held in the name of the company.

2. In respect of its inventories

a) the terms and conditions of the grant of such interest free loans are not otherwise prejudicial to the company''s interest;

c) There is no overdue amount for more than ninety days in respect of loans to the parties covered in the above register.

5. The Company has not accepted any deposits from the public covered under the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Further no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the company. Hence, Paragraph 3(v) of the Order is not applicable.

6. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 for any of the products of the Company.

7. In respect of Statutory Dues:

Nature of Liability	Relevant Financial Year	Amount
Professional Tax - Madhya Pradesh	Till 2014-2015	18,430
Professional Tax - Tamil Nadu	Till 2014-2015	1,77,713
Professional Tax - Tamil Nadu	2015-2016	37,320
Professional Tax - Orissa	Till 2014-2015	10,621
Professional Tax - Orissa	2015-2016	875

Sr No	Name of Statue	Name of Due	Amount (Rs.in Lakh)	Period to which the amount related	Forum where dispute Pending
1	Income Tax	Income Tax	3.43	A.Y. 2011-12	First Appellate Authority
		Income Tax	82.67	A.Y. 2009-10	First Appellate Authority
		Income Tax	8.54	A.Y. 2002-03	First Appellate Authority

According to the records of MNCL (Merged Entities) and During P.Y. Monarch Project and Fin markets Limited (MPFL).

Sr No	Name of Statue	Name of Due	Amount (Rs.in Lakh)	Period to which the amount related	Forum where dispute Pending
2	Service Tax	Service Tax	15.14	01.04.2002 to 31.03.2007	Pending With Service tax Tribunal With Joint Commissioner of Service Tax
		Service Tax	29.03	F.Y.2007-08	Pending With Commissioner (Appeals) of Service Tax
		Service Tax	10.78	F.Y.2007-08	Pending With Commissioner (Appeals) of Service Tax
		Service Tax	3.01	F.Y.2006-07	Superintendent, Service tax, Range XI, Ahmadabad
3	Income Tax	Income Tax	30.48	A.Y. 2010-11	Pending with CIT (Appeals); Original Demand Rs 75,69,110/Rectification Applied: Rs 45,20,903/-
		Income Tax	4.91	A.Y. 2006-07	Assessing Officer
		Income Tax	47.29	A.Y.2007-08	Assessing Officer
		Income Tax	0.19	A.Y.2009-10	Assessing Officer
		Income Tax	52.71	A.Y.2009-10	Assessing Officer
		Income Tax	4.94	A.Y.2011-12	Assessing Officer
		Income Tax	7.19	A.Y.2013-14	Assessing Officer

According to the records of MNCL (Merged Entities) and During P.Y. Monarch Research and Brokerage Limited (MRBPL).

Sr No	Name of Statue	Name of Due	Amount (Rs. in Lakh)	Period to which the amount related	Forum where dispute Pending
		Income Tax	0.09	A.Y 2006-07	Assessing Officer
4	Income Tax	Income Tax	21.13	A.Y.2007-08	Assessing Officer
4	Income Tax	Income Tax	5.80	A.Y.2007-08	Assessing Officer
		Income Tax	0.45	A.Y.2010-11	Assessing Officer

According to the records of MNCL (Merged Entities), there are income tax dues for A.Y.2009-10, Rs. 1,37,444 (Appeal Against Order contingent liability) and for A.Y.2010-11 Rs. 11,45,500 (Appeal Against Order Contingent Liability) which have not been deposited on account of any dispute. There are no dues of Sales tax, Customs tax/Wealth tax, Excise duty/cess, which have not been deposited on account of any dispute.

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

14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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

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

We have audited the internal financial controls over financial reporting of MONARCH NET WORTH CAPITAL LIMITED (Formerly known as NET WORTH STOCK BROKING LIMITED)(âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorsâ Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Meaning of Internal Financial Controls over Financial Reporting

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PAREKH SHAH & LODHA

Chartered Accountants

Firm Reg.: 107487W

Ashutosh Dwivedi

Place: Mumbai (Partner)

Date: 30^th May 2016 M. No. : 410227

Mar 31, 2015

1. We have audited the accompanying Standalone Financial Statements of NETWORTH STOCK BROKING LIMITED ("the Company") which comprise the Balance Sheet as at 31st March 2015 and the Statement of Profit and Loss, Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

3. Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

4. We conducted our audit in accordance with the provision of the Act, the Accounting and Auditing Standards and matter which are required to be included in the audit report under the provision of the Act and Rule made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatements.

6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The proce- dures selected depend on the auditorÂs 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 CompanyÂs preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circum- stances, 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 CompanyÂs directors, as well as evaluating the overall presen- tation of the financial statements

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

Basis for Qualified Opinion

7. The CompanyÂs has provided in its Statement of Profit and Loss the Provision for Taxation at Rs. 1,16,80,000. However, the actual tax liability of the Company for the year as computed in accordance with the Accounting Standard - 22 (AS-22) works out to Nil. This constitutes a departure from the requirements of the said AS-22. As a result of the above, the tax expense for the year has been provided in excess by Rs. 1,16,80,000 and the Profit after Tax has been understated by Rs. 1,16,80,000 in the Statement of Profit and Loss. Had the company provided the tax expense as per the said AS-22, the Reserves of the Company would have been higher by Rs. 1,16,80,000 and Short Term Provisions would have been lower by Rs. 1,16,80,000.

Opinion

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

Report on other Legal and Regulatory Requirements

9. As required by the Companies (AuditorÂs Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the 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 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 31s1 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Note No 35;

ii. The Company has not made provision, since the company has not entered into any long term Derivative Contract as required under the applicable law or accounting standards, for material foreseeable losses;

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

(Referred to paragraph (1) under "Report on other legal and regulatory requirement" of our report of even date)

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

b. We are informed that the fixed assets have been physically verified by the Management at phase manner over a period of three year. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets.

(ii) In respect of Inventories:

a. Inventory represents securities held as stock-in-trade in course of Market activities and on account of error in execution of transaction. Verification and reconciliation of the same is conducted at reasonable interval by the management.

b. As per the information given to us the procedures of physically verification and reconciliation of inventory following by the management are, in our opinion, reasonable and adequate in relation to 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 inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013:

a. The receipts of principal amounts and interest have been regular / as per stipulations.

b. The principal amounts of such loans are on demand and there is no repayment schedule. Interest, if any is payable or demand.

(iv) In our opinion, according to the information and explanation given to us, having regard to the explanation that the company's service income depends on large volume of transactions executed daily on behalf of several clients, where there is a probability that certain transactions may be disputed by clients resulting in consequential cost to the company, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to service income, purchase of inventory and purchase of fixed Assets and sale of services. During the course of our audit neither we have come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

(v) According to the information and explanation given to us, the company has not accepted the any deposits from the public. Therefore provision of clause (v) of paragraph companies (auditorÂs Report) order 2015 is not applicable to the entities to the Company

(vi) According to the information and explanation given to us, maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of the product dealt with by the Company as prescribed by central government is not applicable to the Company.

(vii) In respect of statutory dues:-

a) According to record of company, the undisputed statutory dues including provident fund, employeesÂ state insurance, income-tax, sales- tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b) According to the information and explanation given to us and the record of the Company examined by us, the particulars of Income tax and Service tax as on 31st March, 2015 which have not been deposited on account of a dispute pending are as under:-

Sr. Name of Statue Nature of Due Amount No Rs. in Lakhs)

Income 3.43 Tax

1 Income Tax Income 82.67 Tax

Income 8.54 Tax

According to the records of NSBL (Merged Entities) and During P.Y. Monarch Project and Finmarkets Limited (MPFL).

(Amount in Lakhs)

Sr Name of Statue Nature of Due Amount No Rs.in Lakhs)

Service Tax 15.14

2 Service Service Tax 29.03 Tax

Service Tax 10.78

Service Tax 3.01

Income Tax 30.48

3 Income Tax Income Tax 4.91

Income Tax 47.29

Income Tax 0.19

Income Tax

Income Tax 4.94

Income Tax 7.19

According to the records of NSBL (Merged Entities) and During P.Y. Monarch Research & Brokerage Private Limited (MRBPL).

Sr Name of Statue Nature of Due Amount No

Income Tax 0.09

Income Tax 21.13

4 Income Tax Income Tax 5.80

Income Tax 0.45

Sr. Period to which Forum where dispute is No the amount related Pending

A.Y. 2011-12 First appellate Authority

1 A.Y.2009-10 First appellate Authority

A.Y. 2002-03 Assessing Officer

1.04.2002 to Pending With Service Tax 31.03.2007 Tribunal with Joint Commissioner of Service Tax 2 F.Y. 2007-08 Pending With Commissioner (Appeals) of Service Tax

F.Y. 2007-08 Pending With Commissioner (Appeals) of Service Tax

F.Y. 2006-07 Superintendent, Service tax, Range XI, Ahmedabad

A.Y.2010-11 Pending with Commissioner of Income Tax (Appeals) Original Demand - Rs. 75,69,110/- Rectification applied - Rs. 45,20,903 3 A.Y.2006-07 Assessing Officer

A.Y.2007-08 Assessing Officer

A.Y.2009-10 Assessing Officer

A.Y.2011-12 Assessing Officer

A.Y.2013-14 Assessing Officer

A.Y. 2006-07 Assessing Officer

4 A.Y.2007-08 Assessing Officer

A.Y. 2007-08 Assessing Officer

A.Y. 2010-11 Assessing Officer

According to the records of NSBL (Merged Entities), there are income tax dues for A.Y.2009-10'1,37,444 (Appeal Against Order contin- gent liability) and for A.Y.2010- Rs.11,45,500 (Appeal Against Order Contingent Liability) which have not been deposited on account of any dispute. There are no dues of Sales tax, Customs tax/Wealth tax, Excise duty/cess, which have not been deposited on account of any dispute. (MRBPL during P.Y).

(c) According to the information and explanation given to us there is no any amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956

(viii) The Company has accumulated losses at the end of the financial year which is less than fifty percent of its net worth. The company has not incurred any cash losses for the financial year covered by our audit and in immediately preceding financial year.

(ix) According to record of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any Financial Institutions or Banks or Debenture holders.

(x) The company has given corporate guarantee of Rs. 5 crore to Bank/Financial Institution in respect of loan availed by its subsidiary company. As per the information and explanation provided to us and considering overall transactions, its object and implication, the terms and conditions of such guarantee, in our opinion, prima facie not prejudicial to the interest of the company.

(xi) As per information and records provided before us, the company has not accepted any term loan. Therefore provision of clause (xi) of paragraph 3 companies (auditorÂs Report) order 2015 is not applicable to the company.

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

For Yogesh Thakker & Co Chartered Accountants Firm Reg. No. 111763W

Yogesh Thakker Proprietor M. No. 039631

Date: 29th May, 2015

Mar 31, 2014

1. We have audited the accompanying financial statements of NETWORTH STOCK BROKING LIMITED ("the Company") 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''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") 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 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. 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.

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 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 the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives 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 Statement of Profit and Loss, of the 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.

Emphasis of Matter on event occurring after the balance sheet date:

(a) We draw attention to Note No 31 to the financial statements. As referred to the said note, the financial statements of the Company for the year ended March 31, 2014 were earlier approved by the Board of Directors at their meeting held on June 05, 2014 which were subject to revision by the Management of the Company so as to give effect to the Scheme of Amalgamation between the Company and Monarch Research and Brokerage Private Limited (''MRBPL'') & Monarch Project and Finmarkets Limited (''MPFL'') (collectively referred to as "Transferor Companies"). The financial statements of the Company were audited by us and our report dated June 05, 2014, addressed to the members of the Company, expressed an opinion on those financial statements. The financial statements of the "Transferor Companies" were audited by other Auditors & have been relied upon by us while expressing our opinion on the revised financial statements.

(b) We draw attention to Note No 35 of the financial statements, wherein we are unable to quantify the effects on the aforesaid revised financial statements for any difference in accounting policies, if any, between the Company and the Transferor Companies (MRBPL and MPFL).

(c) Apart from the foregoing matters, the attached financial statements do not take into account any events subsequent to the date on which the financial statements referred to in (a) above were earlier approved by the Board of Directors and reported by us as aforesaid.

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 (the "order") issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, we give in the Annexure a statements on the matters specified in the Paragraph 4 and 5 of the Order:

7. 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act 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 written representations received from the directors as on March 31, 2014 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 INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 6 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1) In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. How- ever, the Company is under process of updating fixed assets register showing full particulars of the fixed assets of the transferor Companies including quantitative details and situation of its fixed assets to give effect of scheme of amalgamation.

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has disposed off certain part of its fixed assets. However, according to information and explanation given to us and records examined by us, in our opinion, such disposal has not affected the going concern status of the company.

2) In respect of Inventories:

a. Inventory represents securities held as stock-in-trade in course of Market Making activities and on account of error in execution of transaction. Verification and reconciliation of the same is conducted at reasonable interval by the management.

b. In our opinion verification and reconciliation of inventory followed by the management is reasonable and adequate in relation to size of the company and the nature of business.

c. The company is maintaining proper records of stock in error account and discrepancies were properly dealt with in the books of accounts.

3) In respect of loans, secured or unsecured, granted by the company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanation given to us and records furnished before us for verification:

a. The company has granted interest free unsecured loans to (three) parties during the year. At the year-end, the maximum amount involved during the year was Rs. 7,90,51,562/- and the outstanding balance as on balance sheet date of such loans was Nil.

With respect to the erstwhile Monarch Project and Finmarkets Limited (MPFL):

As per the information and explanations given to us, MPFL has granted running loans, secured or unsecured, amounting to Rs. 204.59 crores to six companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Amount outstanding at the year end is Rs. 25.64 lacs only.

b. Considering overall transactions, its object and implication, the rate of interest and other terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the company.

c. The principal amounts of such loans are on demand and there is no repayment schedule. Interest, if any, is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise. In respect of interest, there are no overdue amounts.

e. The Company has taken unsecured loans from parties (three) during the year. The maximum amount involved during the year was Rs. 2,64,56,580/- and the year-end balance of loans taken from such parties was Rs. 36,94,796/-.

With respect to the erstwhile Monarch Project and Finmarkets Limited (MPFL):

As per the information and explanations given to us, MPFL has taken loans, secured or unsecured, amounting to Rs. 99.08 crores from six companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Amount outstanding at the year end is Rs. 69.19 lacs.

With respect to the erstwhile Monarch Research and Brokerage Private Limited (MRBPL):

MRBPL has taken loan from the party covered in the register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 65.77 crores and the year end balance of loans taken from such parties was Nil.

f. Considering overall transactions, its object and implication, the rate of interest and other terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the company.

g. The principal amount of loans taken by the Company from the party listed in the register maintained under section 301 of the Companies Act, 1956, are repayable as and when requested by the lenders. Accordingly, there are no overdue amounts with respect to such loans due since there is no stipulation of repayments.

4) In our opinion, according to the information and explanation given to us, having regard to the explanation that the company''s service income depends on large volume of transactions executed daily on behalf of several clients, where there is a probability that certain transactions may be disputed by clients resulting in consequential cost to the company, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to service income, purchase of inventory and purchase of fixed Assets and services. During the course our audit, neither we have come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

5) In respect of contracts or arrangements entered in the Register in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief, and according to the information and explanation given to us and records furnished before us for verification:

a. The particulars of contract or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. Where each of such transactions is in excess of rupees five Lacs in respect of any party, the transactions have been made at prices which are appear reasonable as per information available with the company. However, in respect of transactions with the subsidiaries companies which are unique and specialized in nature involved and in absence of any comparable prices, we are unable to comment whether the transactions are made at prevailing market prices at the relevant time.

6) The company has not accepted any deposits from the public hence, Clause 4 (vi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

7) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management and internal audit department of the company have been commensurate with the size of the Company and the nature of its business.

8) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the services dealt with by the company.

9) According to information and explanations given to us in respect of statutory dues:

a. The undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty cess and other dues have generally been regularly deposited with the appropriate authorities except (i) the unpaid stamp duty of current financial year for state other than Maharashtra, Andhra Pradesh and Rajasthan has been offered for taxation during the year due to practical difficulties of depositing the same.

b. There were no undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other dues were outstanding for a period of more than six months at year end.

c. There are no disputes pending before the authorities in respect of sales tax, Income tax, custom duty, service tax and cess except stated below:

Particulars Pending at Demand Remarks

Income Tax First Appellate Rs. 3.43 Lacs Half of said demand has A.Y. 2011-12 Authority been paid

Income Tax First Appellate Rs. 82.67 Lacs Demand is for penalty A.Y. 2009-10 Authority U/s. 271 (1)(c) of the Income Tax Act, 1961.

In respect of the erstwhile Monarch Project and Finmarkets Limited (MPFL).

Name of the Statute Nature of Dues

Service Tax Service tax on NSE transaction charges (Period - 01.04.2002 to 31.03.2007)

Service Tax Service tax on NSE transaction charges (Period - 01.04.2007 to 31.03.2008)

Service Tax Service tax on 08 account of misclassification of payment of service tax (For FY: 2007)

Service Tax Service tax as per audit para for FY 2006-07

Income Tax Income Tax payable as per order of AO for the AY: 2010-11

Name of the Statute Amount (Rs.) Forum where dispute is pending

Service Tax 15,14,474/- Pending With Service tax Tribunal With Joint Commissioner of Service Tax

Service Tax 29,03,936/- Pending With Commissioner (Appeals) of Service Tax

Service Tax 10,78,274/- Pending With Commissioner (Appeals) of Service Tax

Service Tax 3,01,007/- Superintendent, Service tax, Range XI, Ahmedabad

Income Tax 30,48,207/- Pending with Commissioner of Income Tax (Appeals) Original Demand - 5,69,110/- Rectification applied - 45,20,903

In respect to the erstwhile Monarch Research and Brokerage Private Limited (MRBPL):

According to the records of MRBPL, there are income tax dues for A.Y.2009-10 Rs. 1,37,444 (Appeal Against Order contingent liability) and for A.Y. 2010-11 Rs. 45,500 (Appeal Against Order Contingent Liability) which have not been deposited on account of any dispute. There are no dues of Sales tax, Customs tax/Wealth tax, Excise duty/cess, which have not been deposited on account of any dispute.

10) The company has accumulated losses at the end of financial year which are less than fifty percent of its net worth. The company has not incurred any cash losses for the financial year covered by our audit and in immediately preceding financial year.

11) According to information and explanations given to us and the records made available to us by the management, in our opinion, the company has not defaulted in repayment of dues to banks or Financial Institutions.

12) According to 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) In our opinion, company is not chit fund, nidhi, mutual fund, societies accordingly clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

14) According to the information and explanations given to us, during the year under consideration the Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments, as applicable, and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the company in its own name, except to the extent of the exemption, if any, granted under Section 49 of the Companies Act, 1956.

15) The company has given Corporate Guarantee of Rs. 5 crores to Bank/Financial Institution in respect of loan availed by its Subsidiary Company. As per the information and explanation provided to us and considering overall transactions, its object and implication, the terms and conditions of such guarantee, in our opinion, prima facie not prejudicial to the interest of the company.

In respect of the erstwhile Monarch Project and Finmarkets Limited (MPFL).

The company has given guarantee for loan taken by related parties aggregating to Rs. 13 crores.

With respect to the erstwhile Monarch Research and Brokerage Private Limited (MRBPL):

The company has given guarantee for loan taken by related parties aggregating to Rs. 3 crores.

16) As per information and records furnished before us, the company has not accepted any money in the nature of term loans except, MPFL who has taken term loan and the said loans have been applied for the purpose for which they were obtained.

17) According to information and explanations given to us and overall examination of records furnished before us, funds raised on short term basis have not been prima-facie, used for long term investment.

18) During the period, the company has not made allotment of shares on preferential basis. Accordingly Clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

19) During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20) The company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable.

21) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the period nor have we been informed of such instances by the management.

For, Dileep & Prithvi Chartered Accountants, Firm Reg. No. 122290W By the hand of

Pankaj Jain Partner M. No. 139559 Place: Mumbai.

Date: 5th June, 2014 , [30th November 2014 as to effect the matters discussed under the Emphasis Matters section above]

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying ''financial statements of NETWORTH STOCK BROKING LIMITED ("the Company") which comprise the Balance Sheet as at 31st March 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''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 ("the Act") in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

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 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 the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives 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, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 (the "order") issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 we give in the Annexure a statement on the matters specified in the Paragraph 4 and 5 of the Order.

7. 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 6 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1) In respect of its fixed assets:

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

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has disposed off certain part of its fixed assets. However, according to information and explanation given to us and records examined by us, in our opinion, such disposal has not affected the going concern status of the Company.

2) In respect of Inventories:

a. Inventory represents securities held as stock-in-trade in course of merchant banking activities and on account of error in execution of transaction. Verification and reconciliation of the same is conducted at reasonable interval by the management.

b. In our opinion verification and reconciliation of inventory followed by the management is reasonable and adequate in relation to size of the Company and the nature of business.

c. The Company is maintaining proper records of stock in error account and discrepancies were properly dealt with in the books of accounts.

3) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanation given to us and records furnished before us for verification:

a. The Company has granted interest free unsecured loans to (three) parties during the year. At the year-end, the maximum amount involved during the year was ? 3,76,07,214/- and the outstanding balance as on balance sheet date of such loans was ? 90,914/-.

b. Considering overall transactions, its object and implication, the rate of interest and other terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The principal amounts of such loans are on demand and there is no repayment schedule. Interest, if any, is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise. In respect of interest, there are no overdue amounts.

e. The Company has taken unsecured loans from parties (two) during the year. The maximum amount involved during the year was ? 10,50,000/- and the year-end balance of loans taken from such parties was ? 2,12,260/-.

f. Considering overall transactions, its object and implication, the rate of interest and other terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the Company.

g. The principal amount of loans taken by the Company from the party listed in the register maintained under Section 301 of the Companies Act, 1956, are repayable as and when requested by the lenders. Accordingly, there are no overdue amounts with respect to such loans due since there is no stipulation of repayments.

4) In our opinion, according to the information and explanation given to us, having regard to the explanation that the Company''s service income depends on large volume of transactions executed daily on behalf of several clients, where there is a probability that certain transactions may be disputed by clients resulting in consequential cost to the Company, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to service income, purchase of inventory and purchase of fixed Assets and services. During the course our audit, neither we have come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

5) In respect of contracts or arrangements entered in the Register in pursuance of Section 301 of the Companies Act, 1956,to the best of our knowledge and belief, and according to the information and explanation given to us and records furnished before us for verification:

a. The particulars of contract or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. Where each of such transactions is in excess of ? Five Lacs in respect of any party, the transactions have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time. However, in respect of transactions with the subsidiaries companies which are unique and specialized in nature involved and in absence of any comparable prices, we are unable to comment whether the transactions are made at prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public hence, Clause 4 (vi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

7) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management and internal audit department of the Company have been commensurate with the size of the Company and the nature of its business.

8) The Central Government has not prescribed maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 in respect of the services dealt with by the Company.

9) According to information and explanations given to us in respect of statutory dues:

a. The undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty cess and other dues have generally been regularly deposited with the appropriate authorities except (i) the unpaid stamp duty from August 2010 for state other than Maharashtra, Andhra Pradesh and Rajasthan has been offered for taxation during the year due to practical difficulties of depositing the same, (ii) non-depositing of unpaid dividend to Investor Education and Protection Fund after 7 years of its declaration.

b. There were no undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other dues were outstanding for a period of more than six months at year end except nbn-depositing of unpaid dividend to be transferred to Investor Education and Protection Fund after 7 years of its declaration for ? 84,349/-

c. There are no disputes pending before the authorities in respect of sales tax, Income tax, custom duty, service tax and cess except stated below:

Particulars Pending at Demand Remarks Income Tax

A.Y. 2005-06 Second Appellate Authority ? 34 Lacs Demand is after adjusting refund of ? 1.78 Lacs

A.Y. 2006-07 First Appellate Authority ? 49 Lacs Demand is after adjusting refund of ? 44.75 Lacs

10) The Company has accumulated losses at the end of financial year which are not less than fifty percent of its networth. The Company has not incurred any cash losses for the financial year covered by our audit. However, the Company had incurred cash losses in immediately preceding financial year.

11) According to information and explanations given to us and the records made available to us by the management, in our opinion, the Company has not defaulted in repayment of dues to banks or Financial Institutions.

12) According to 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) In our opinion, Company is not chit fund, nidhi, mutual fund, societies accordingly Clause 4(xiii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

14) According to the information and explanations given to us, during the year under consideration the Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments, as applicable, and timely entries have been made therein. The aforesaid shares, securities, debentures and other investments have been held by the Company in its own name, except to the extent of the exemption, if any, granted under Section 49 of the Companies Act, 1956.

15) The Company has granted Corporate Guarantee of ? 5 Crores to Bank/Financial Institution in respect of loan availed by its Subsidiary Company. As per the information and explanation provided to us and considering overall transactions, its object and implication, the terms and conditions of such guarantee, in our opinion, prima facie not prejudicial to the interest of the Company.

16) As per information and records furnished before us, the Company has not accepted any money in the nature of term loans. Accordingly Clause 4(xvi) of Companies (Auditor''s Report) Order, 2003 is not applicable.

17) According to information and explanations given to us and overall examination of records furnished before us, funds raised on short term basis have not been prima-facie, used for long term investment.

18) During the period, the Company has not made allotment of shares on preferential basis. Accordingly Clause 4(xviii) of Companies (Auditor''s Report) Order, 2003 is not applicable.

19) During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable.

20) The Company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable

21) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the period nor have we been informed of such instances by the management.

For Dileep & Prithvi

Chartered Accountants (FRN 122290W)

Pankaj Jain

Place: Mumbai Partner

Date : 17th June, 2013 M. No. 139559

Mar 31, 2012

1. We have audited the attached Balance Sheet of NETWORTH STOCK BROKING LIMITED ("the Company") as at 31st March 2012, Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks and verification as were considered necessary, we report, in the Annexure hereto on the matters specified in the Paragraph 4 and 5 of the said Order.

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

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

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

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

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

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

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

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

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

1) In respect of its fixed assets:

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

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has disposed off certain part of its fixed assets. However, according to information and explanation given to us and records examined by us, in our opinion, such disposal not affected the going concern status of the Company.

2) In respect of Inventories:

a. Inventory represents securities lying on account of error in execution of transaction. Verification and reconciliation of the same is conducted at reasonable interval by the management.

b. In our opinion verification and reconciliation of inventory followed by the management is reasonable and adequate in relation to size of the Company and the nature of business.

c. The Company is maintaining proper records of stock in error account and discrepancies were properly dealt with in the books of accounts.

3) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956, according to the information and explanation given to us and records furnished before us for verification:

a. The Company has granted interest free unsecured loans to three parties during the year. At the year-end, the maximum amount involved during the year was Rs. 14,88,50,000/- and the outstanding balance as on balance sheet date of such loans was nil.

b. Considering overall transactions, its object and implication, the rate of interest and other terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The principal amounts of such loans are on demand and there is no repayment schedule. Interest is payable on demand.

d. In respect of the said loans, the same are repayable on demand and therefore the question of overdue amount does not arise. In respect of interest, there are no overdue amounts.

e. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956. Accordingly clause (iii) (e), (f) & (g) of Companies (Auditor's Report) Order, 2003 is not applicable.

4) In our opinion, according to the information and explanation given to us, having regard to the explanation that the Company's service income depends on large volume of transactions executed daily on behalf of several clients, where there is a probability that certain transactions may be disputed by clients resulting in consequential cost to the Company, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of fixed Assets and sale of goods and services. During the course our audit, neither we have come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

5) In respect of contracts or arrangements entered in the Register in pursuance of section 301 of the Companies Act, 1956,to the best of our knowledge and belief, and according to the information and explanation given to us and records furnished before us for verification:

a. The particulars of contract or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered in the said register.

b. Where each of such transactions is in excess of Rs. five Lacs in respect of any party, the transactions have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time. However, in respect of transactions with the subsidiaries companies which are unique and specialized in nature involved and in absence of any comparable prices, we are unable to comment whether the transactions are made at prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public hence, Clause 4 (vi) of Companies (Auditor's Report) Order, 2003 is not applicable.

7) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants appointed by the management and internal audit department of the Company have been commensurate with the size of the Company and the nature of its business.

8) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 in respect of the services dealt with by the Company.

9) According to information and explanations given to us in respect of statutory dues:

a. The undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty Cess and other dues have generally been regularly deposited with the appropriate authorities except non depositing of stamp duty from August 2010 for state other than Maharashtra, Andhra Pradesh and Rajasthan due to practical difficulties for which Company is in process of taking adequate measures.

b. There were no undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other dues were outstanding for a period of more than six months at year end except nonpayment of stamp duty for state other than Maharashtra, Andhra Pradesh and Rajasthan amounting to Rs. 40.38 Lacs.

c. There are no disputes pending before the authorities in respect of sales tax, Income tax, custom duty, service tax and cess except stated below:

Particulars Pending at Demand Remarks Income Tax

A.Y. 2005 - 06 Second Appellate Authority Rs. 34 Lacs Demand is after adjusting refund of Rs. 1.78 Lacs

A.Y. 2006-07 First Appellate Authority Rs. 49 Lacs Demand is after adjusting refund of Rs. 44.75 Lacs

10) The Company has accumulated losses at the end of financial year which are not less than fifty percent of its Networth. The Company has incurred cash losses for the financial year covered by our audit and in immediately preceding financial year.

11) According to information and explanations given to us and the records made available to us by the management, in our opinion, the Company has not defaulted in repayment of dues to banks or Financial Institutions.

12) According to 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) In our opinion, Company is not chit fund, nidhi, mutual fund, societies accordingly clause 4(xiii) of Companies (Auditor's Report) Order, 2003 is not applicable.

14) According to the information and explanations given to us, during the year under consideration the Company has not done any dealing or trading in shares, securities, debentures and other investments. Securities, debentures and other investments have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Act.

15) The Company has given guarantee of Rs. 5 crores for loan taken by a Subsidiary Company from financial institutions. As per the information and explanation provided to us and considering overall transactions, its object and implication, the terms and conditions of such loans, in our opinion, prima facie not prejudicial to the interest of the Company.

16) As per information and records furnished before us, the Company has not accepted any term loans. Accordingly Clause 4(xvi) of Companies (Auditor's Report) Order, 2003 is not applicable.

17) According to information and explanations given to us and overall examination of records furnished before us, funds raised on short term basis have not been prima-facie, used for long term investment.

18) During the period, the Company has not made allotment of shares on preferential basis. Accordingly Clause 4(xviii) of Companies (Auditor's Report) Order, 2003 is not applicable.

19) During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20) The Company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable

21) On the basis of examination of records and representation received from management, we have not come across any instance of fraud on or by the Company noticed or reported during the period nor have we been informed of such instances by the management.

For Dileep & Prithvi Chartered Accountants (FRN: 122290W)

Dileep Kumar Shah

Place: Mumbai Partner

Date : 22nd September, 2012 M. No. 046848

Mar 31, 2010

We have audited the attached Balance Sheet of NETWORTH STOCK BROKING LIMITED as at 31st March 2010, and Profit and Loss Account and Cash FlowStatement for theyearended on that date annexed thereto. These financial statements are the responsibility ofthe Companys Management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

We conducted ouraudit in accordance with auditing standards generally acceptedin India.ThoseStandards require that we planand perform theaudit 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 basisforouropinion.

As required by the Companies (Auditors Report) Order, 2003, as amended, issued by the Central Government in Terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks and verification as were considered necessary, we report, in the Annexure hereto on the matters specified in the Paragraph 4 ofthe said order.

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

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

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

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

d) In our opinion,the Balance Sheet and Profit and Loss Account dealt with by this report are incompliance with the Accounting standard referred to in Section 211 (3C) ofthe Companies Act, 1956.

e) On the basis of written representations received from the Directors ofthe Company as at March 31, 2010 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the Company under clause (g) of subsection (1) of section 274oftheCompaniesAct, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives true and fair view in conformity with theaccountingprinciplesgenerallyacceptedinlndia:

i) In the case of BalanceSheet, ofthe state of affairs ofthe Company as at March 31,2010

ii) In the case of Profit and Loss Account of the Results for the year ended on that date;and

lii) Inthe case of Cash FlowStatement, ofthe cashflows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2010

1. a. The Company has maintained proper records showingfull particulars, including quantitative details and situation of fixed assets.

b. We have been informed that, the fixed assets have been physically verified by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off substantial part of its fixed assets and accordingly it has no effect on the going concern of theCompany.

2. a. According to information and explanation given to us, inventory represents securities lying on account of error in execution of transaction.

Verification and reconciliation of the same is conducted at reasonable interval by the management.

b. According to information and explanation given to us,in our opinion verification and reconciliation of inventory followed by the management is reasonable and adequate in relation to size of the company and the nature of business.

c. The Company is maintaining proper records of stock in error account and discrepancies were properly dealt with in the books of accounts.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, the Company has granted loans to three companies covered in the register maintained under section 301 of the Companies Act, 1956 in the nature of current account transaction and interest free unsecured loans.The maximum amount outstanding during the year was Rs.1146.75 Lacs and the year end balance is 30.05 Lacs.

b. According to information and explanation given to us and considering overall transactions, its object and implication in our opinion the above transactions with subsidiaries are not prejudicial to the interest of the Company.

c. With respect to current account transaction with subsidiaries the amount is regularly repaid in short duration and with respect to interest free unsecured loanstosubsidiarywhicharerepayableon demand has been repaid as and when demanded.

d. With respect to current account transaction with subsidiaries the amount is regularly repaid in short duration therefore in our opinion there is no overdue amount. With respect to interest free unsecured loans to subsidiary which are repayable on demand has been repaid as and when demanded in our opinion there is no over due amount.

e. According to the information and explanation given to us and records furnished before us for verification, the Company has taken loan from one Company covered in the register maintained under section 301 of the Companies Act, 1956 in the nature of current account transaction. The maximum amount outstanding during the year was Rs.45 Lacs and the year end balance is Nil

f. There is no stipulation regarding rate of interest and other terms and conditions in respect of above transaction with subsidiary. However, considering overall transaction, its object and implication in our opinion the transaction is not prejudicial to the interest of the Company.

g. As this transaction is in the nature of current account transaction, the amount is regularly repaid in short duration.

4. According to the information and explanation given to us, in our opinion there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of goods and services. On the basis of our examination of books and records of the Company, neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any depositsfrom the public hence Clause 4{vi) of Companies (Auditors Report) Order, 2003 is not applicable.

7. According to information and explanation given to us by the management, we are of the opinion that the Internal Audit is commensurate with the size of the Company and the nature of its business.

8. According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(l)(d)of the Companies Act,1956 in respect of the services dealt with bythe Company.

9. a. According to information and explanations given to us and records examined by us, the undisputed statutory dues including provident fund,

investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty cess and other dues have generally been regularly deposited with the appropnate authormes except few delays in depositing service tax & professional tax.

b. According to information and explanations given to us and records examined by us, no undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other dues were out standing for a period of more than six months at year end.

c. According to information and explanation given to us there are no disputes pending before the authorities in respect of sales tax, income tax, custom duty, service tax and cess except stated below

Particulars Pending at Demand Remarks

IncomeTax A.Y.2005-06 Second Appellate Authority Rs. 33.74 Lacs Demand is after adjusting refund of Rs. 1.78 Lacs

Income Tax A.Y.2006-07 First Appellate Authority Rs. 47.83 Lacs Demand is after adjusting refund of Rs.44.75 Lacs

Income Tax A.Y.2007-08 First Appellate Authority Rs. 761.46 Lacs After adjusting PaymentofRs. 50 Lacs

IncomeTax A.Y. 2005-06 First Appellate Authority Rs.9.44Lacs

10. The Company has accumulated losses at the end of financial year which are less than 50% of its networth. The Company has incurred cash losses for the financial year covered by our audit and in immediately preceding financial year.

11. According to information and explanations given to us and the records made available to us by the management, in our opinion, the Company has not defaulted in repayment of dues to banks or Financial Institutions.

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

13. In our opinion, Company is not chit fund, nidhi, mutual fund, societies accordingly clause 4(xiii) of Companies (Auditors Report) Order, 2003 is not applicable.

14. According to the information and explanations given to us, during the year under consideration the Company has not done any dealing or trading in shares, securities, debentures and other investments. Securities, debentures and other investments have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Act.

15. As per the information and explanations provided to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly Clause 4(xv) of Companies (Auditors Report) Order, 2003 is not applicable.

16. As per information and records furnished before us, the Company has not accepted any term loans. Accordingly Clause 4(xvi) of Companies (Auditors Report) Order, 2003 is not applicable.

17. According to information and explanations given to us and overall examination of records furnished before us, funds raised on short term basis have not been prima-facie, used for long term investment.

18. During the period, the Company has not made allotment of shares on preferential basis. Accordingly Clause 4(xviii) of Companies (Auditors Report) Order, 2003 is not applicable.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditors Report) Order, 2003 is not applicable.

20. The Company has not raised any money by public issue during the year under audit. Accordingly Clause 4(xx) of Companies (Auditors Report) Order, 2003 is not applicable

21. On the basis of examination of records and representation received from management, we have not come across any instance of fraud on or by the Company noticed or reported during the period nor have we been informed of such instances by the management.

ForA.R.Sodha&Co.

Chartered Accountants (Firm registration no. 110324W)

Place :Mumbai A. R. Sodha

Date: May 28, 2010 Partner

M.No.31878

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