Auditor Report of Simplex Trading & Agencies Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of SIMPLEX TRADING AND AGENCIES LIMITED which comprise the Balance Sheet as at 31 March 2013 and the Statement of Profit and Loss and for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. the Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet & Statement of Profit and Loss 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 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of SIMPLEX TRADING AND AGENCIES LIMITED on the accounts of the company for the year ended 31st March, 2013.

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

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

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

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

2. Company does not have inventories during the year hence other sub clause not applicable.

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

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

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

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

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

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

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

10. The accumulated losses at the end of the financial year are not more than 50% of its net worth and it has incurred cash losses of Rs 51,40,923/- during the financial year under report and it has also incurred cash losses in the immediately preceding financial year.

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

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

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

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

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

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

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

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

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

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN: 018846N

PLACE: LUDHIANA

DATE: 31.08.2013 Sd/-

CA RAKESH PURI

PARTNER

M. No.: 092728

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Mar 31, 2012

(1) We have audited the attached Balance Sheet of SIMPLEX TRADING AND AGENCIES LIMITED as on 31st March 2012, the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date, all of which have been signed by us under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

(2) We have conducted our audit in accordance with auditing and assurance 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 test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

(4) Further to our comments in the Annexure referred to in paragraph (3) above we report that:

1. 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.

2. 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 books.

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

4. In our opinion, the Balance Sheet, Profit & Loss Account, and Cash Flow statement dealt with by this report comply with the Accounting Standard referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 31st March 2012 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon, particularly the note no 4 regarding inter corporate investment and Loans thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

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

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

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Member of SIMPLEX TRADING AND AGENCIES LIMITED

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The company has no inventory. Hence, clause (ii) (a), (b) & (c) are not applicable to the Company.

3. (a) As per information and explanation given to us, the company has not granted loans to any party covered in the register maintained under section 301 of the Companies Act, 1956, hence, clause (iii) (b) , (iii) (c) and (iii)

(d) are not applicable to the company.

(b) As per information and explanation given to us, the company has not taken any unsecured loan from any party covered in the register maintained under section 301 of the Companies Act, 1956,

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls

5. As per information & according to the explanations given to us, the company has not entered into any transaction that needs to be entered into the register maintained under section 301 of the Act.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public covered under NBFC Public Deposit Directions, 1998.

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

8. We are informed that no Cost Records are required to be maintained by the Company under Section 209(1)(d) of the Companies Act 1956.

9. (a) According to the information and explanations given to us, and on the basis of our examination of the books of accounts, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth tax and any other material statutory dues applicable to it. There were no arrears of such dues as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues in respect of Sales tax, income tax, customs duty, wealth tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company did not have any accumulated losses at the end of the financial year. It has incurred cash losses during the current financial year and also incurred in previous financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the Company did not default in the repayment of dues to a financial institution, bank or debenture holders.

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

13. The provisions of any special statue applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the company.

14. The Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

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

16. The Company has not taken term loans during the year.

17. According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company as on 31st March, 2012 we report that the company has not used funds raised on short term basis for long term investments and vice versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

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

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

For, Y. D. & Co CHARTERED ACCOUNTANTS FRN: 018846N PLACE: LUDHIANA DATE : 03.08.2012 CA RAKESH PURI

PARTNER

M. No.: 092728

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Mar 31, 2010

1. We have audited the attached Balance Sheet of SIMPLEX TRADING AND AGENCIES LTD as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 of our opinion.

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

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

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

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Account.

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes to accounts, particularly the note no. 13 regarding inter corporate investment and loans attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

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

(c) In the case of 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 to the Members of Simplex Trading and Agencies Ltd as at and for the year ended 31st March, 2010)

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. The company has no inventory. Hence, clause (ii) (a), (b) & (c) are not applicable to the Company.

3. (a) As per information and explanation given to us, the company has granted unsecured interest free loan of Rs 57825000/- to one party covered in the register maintained under section 301 of the Companies Act, 1956. Other terms and conditions of the loan are not prejudicial to the interest of the company.

(b) As per information and explanation given to us, the company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act, 1956, hence, clause (iii) (e) , (iii) (f) and (iii) (g) are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. As per information & according to the explanations given to us, the company has not entered into any transaction that needs to be entered into the register maintained under section 301 of the Act.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public covered under NBFC Public Deposit Directions, 1998.

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

8. We are informed that no Cost Records are required to be maintained by the Company under Section 209(1)(d) of the Companies Act 1956.

9. (a) According to the information and explanations given to us, and on the basis of our examination of the books of accounts, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth tax and any other material statutory dues applicable to it. There were no arrears of such dues as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues in respect of Sales tax, income tax, customs duty, wealth tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company did not have any accumulated losses at the end of the financial year. But it has incurred cash losses of Rs.333921/- during the current financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the Company did not default in the repayment of dues to a financial institution, bank or debenture holders.

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

13. The provisions of any special statue applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the company.

14. The Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

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

16. The Company has taken term loans during the year.

17. According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company as on 31st March, 2010 we report that the company has not used funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

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

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

For Arvind A. Thakkar & Co. Chartered Accountants

(Arvind Thakkar) Place: Ahmedabad Proprietor

Dated: 6th September, 2010 Membership No. 014334

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Mar 31, 2009

1. We have audited the attached Balance Sheet of SIMPLEX TRADING AND AGENCIES LTD as at 31st March, 2009 and also the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 of our opinion.

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

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

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

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the Books of Account.

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

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

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

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

(c) In the case of 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 to the Members of Simplex Trading and Agencies Ltd as at and for the year ended 31st March, 2009)

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable intervals during the year. According to information and explanations given to us, no material discrepancies have been noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. (a) The inventories have been physically verified by the management at reasonable intervals during the year.

(b) The procedures of physical verification of inventories followed by the Management as explained to us are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) As per information and explanation given to us, no discrepancies noticed on physical verification of inventories.

3. (a) As per information and explanation given to us, the company has not granted loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. hence, clause (iii) (a), (b), (c) & (d) are not applicable to the company.

(b) As per information and explanation given to us, the company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act. 1956. hence, clause (iii) (e) , (iii) (f) and (iii) (g) are not applicable to the company.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have not observed the continuing failure to correct major weakness in internal controls.

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

(b) In our opinion, and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public covered under NBFC Public Deposit Directions, 1998.

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

8. We are informed that no Cost Records are required to be maintained by the Company under Section 209(1 )(d) of the Companies Act 1956.

9. (a) According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including income-tax, wealth tax and any other material statutory dues applicable to it. There were no arrears of such dues as at 31st March, 2009 for a period of more than six months from the date they became payable. (b) According to the information and explanation given to us, there are no dues in respect of Sales tax, income tax, customs duty, wealth tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company did not have any accumulated losses as at the end of the financial year. And it has not incurred cash losses during the current financial year.

11. The Company has not taken any loans from a financial institution or a bank and has not issued any debentures.

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

13. The Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and generally timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

14. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks or financial institution.

15. The Company has not taken any term loans during the year.

16. According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company as at 31st March, 2009 we report that the company has not used funds raised on short term basis for long term investments.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4 (xviii) of the order is not applicable.

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

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

20. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

21. The other clauses (i), (ii) & (xiii) of para 4 of the Companies (Auditors Report) Order 2003 as amended by the Companies (Auditors Report) Order 2004 are not applicable to the Company.

For Arvind A. Thakkar & Co. Chartered Accountants

(Arvind Thakkar) Proprietor Membership No. 014334

Place : Ahmedabad

Dated: 28/08/2009

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Mar 31, 2002

We have audited the attached Balance Sheet of SIMPLEX TRADING & AGENCIES LIMITED, as at 31st March, 2002 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as considered appropriate, as per the information and explanations furnished to us and the books and records examined by us in the normal course of audit, we enclose in the Armexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in Paragraph 1 above, we report that:

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

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

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

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

(e) On the basis of written representations received from the directors as on 31. 03. 2002, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31. 03. 2002 from being appointed as a director in terms of Section 274(l)(g) 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, subject to note no. 3 of Schedule 8 [Re.: Non-Provision of dimunition in the value of investments] and read together with the Significant Accounting Policies and Notes to Accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2002 and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 1 of our report of Even date)

1. The company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets consisting of land only.

2. The fixed asset has not been revalued during the year.

3. The company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. As informed to us there are no companies under same management as defined under the sub-section (1B) of section 370 of the Companies Act, 1956.

4. The Company has not granted loan, secured or unsecured to the companies, firms or other parties required to be listed in the register maintained u/s. 301 of the Companies Act, 1956. As informed to us there are no companies under the same management as defined under sub-section (1-B) of Section 370 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of other assets.

7. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public covered under NBFC Public Deposit Directions, 1998.

8. According to the information and explanations given to us, the Company has complied with the amended provisions of Non-Banking Financial Companies (Reserve Bank) Directions, in so far as they relate to passing of Board Resolution for non-acceptance of public deposits and compliance with the applicable prudential norms.

9. We are informed that the company did not have any internal audit system during the year.

10. According to the records of the Company there were no undisputed amounts payable in respect of Income Tax, which have remained outstanding as at the year end for a period exceeding six months from the date they became payable.

11. According to the information and explanations given to us and records of the Company examined by us, no personal expenses have been charged to the revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

12. The Company is not a sick Industrial Company within the meaning of clause (0) of Sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

13. In our opinion and according to the information and explanations given to us in respect of investment activities: -

(a) The provisions of any special statute applicable to Chitfund, etc. do not apply to the company.

(b) The company has maintained records of transactions and contracts in respect of trading in shares, debentures and other securities and that generally timely entries have been made therein. All shares debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer forms.

14. In view of the nature of the Companys business, the other clauses para 4(A), 4(B), 4(C) & 4(D) of the aforesaid order are not applicable to the Company.

For and behalf of KHANDELWAL JAIN & CO. Chartered Accountants

(Manoj Daga) Partner.

Place: Mumbai Dated: June 24, 2002