Ajcon Global Services Ltd

To,

THE MEMBERS OF

AJCON GLOBAL SERVICES LIMITED,

We have audited the attached Balance Sheet of AJCON GLOBAL SERVICES LIMITED asat 31 March 2011 and also the Profit and Loss Account and Cash Flow Statement for the yearended on that date, annexed thereto. These financial statements are the responsibility ofthe Company's management. Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit in accordance with auditingstandards generally accepted in India. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are freeof material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe that our auditprovides the reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 issued by the CentralGovernment in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in theAnnexure 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 2 above, we reportthat:

a) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books;

c) The Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statementcomply with the accounting standards referred to in sub section (3C) of Section 211 of theCompanies Act, 1956 to the extent applicable to the Company;

e) On the basis of written representations received from the Directors as on 31 March,2011 and taken on records by the Board of Directors, we report that none of the Directorsis disqualified as on 31 March 2011 from being appointed as a Director in terms of clause(g) of the sub section (1) of the Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read with the Significant Accounting Policies and othernotes thereon, give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

i) In the case of Balance sheet, of the state of affairs of the Company as at 31 March2011,

ii) In the case of the Profit & Loss Account, of the profit for the year ended onthat date; and

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

ANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph (1) of our report of even date)

1. a) The Company has maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As explained to us, physical verification of a major portion of fixed assets as at31 March, 2011 was conducted by the management during the year. In our opinion, thefrequency of physical verification is reasonable having regard to the size of the natureof its assets. No material discrepancies were noticed on such physical verification.

c) Based on the information and explanation given by the management and on the basis ofaudit procedures performed by us, we are of the opinion that the Company has not disposedoff substantial part of its fixed assets which could affect the going concern status ofthe Company.

2. In respect of inventories,

a) Company's inventory comprises of only the shares and securities. The Managementduring the year has physically verified those stocks which were not in dematerialized formand the rest were verified through Demat statements of depositaries. In our opinion thefrequency of such verification was reasonable.

b) The Company has maintained proper records of inventories. As explained to us, therewas no material discrepancies noticed on physical verification of inventories as comparedto the book record

3. In respect of loans, secured or unsecured, granted or taken by the Company to andfrom companies, firms or other parties covered in the Register maintained under Section301 of the companies Act, 1956;

a) The Company has granted interest free unsecured loans and advance to a SubsidiaryCompany and an Associate Enterprise. At the year end the outstanding balance of such loansgranted to Subsidiary Company was Rs 9.00 lacs and the Associate Company Rs. NIL. Themaximum amount outstanding during the year was Rs.106.03 lacs.

b) In our opinion the terms & conditions of such loans are prima facie notprejudicial to the interest of the Company.

c) The loans given were not due for repayment at the year end; therefore the questionof overdue principal amount does not arise.

d) The Company has not taken any loan, secured or unsecured from Companies, Firms andother parties covered in the register maintained under section 301 of the Companies Act1956 hence requirement of clauses 4(iii) (f) and (g) of the Companies (Auditors' Report)order 2003 are not applicable.

4. In our opinion and according to the information and explanation given to us, thereare adequate internal control procedures commensurate with the size of the Company and thenature of its business for the purchases of equipments and other assets and with regardsto the sale of goods. During the course of our audit, we have not observed any continuingfailure to correct major weaknesses in internal control.

5. a) To the best of our knowledge and belief and according to the information andexplanations given to us by the management, we are of the opinion that the transactionsthat need to be entered into the register maintained under section 301 of the CompaniesAct, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us thetransactions made in pursuance of contracts and arrangements referred to in (a) above andexceeding the value of Rs.5.00 lacs with any party during the year have been made atprices which are reasonable having regard to the prevailing market prices at the relevanttime.

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

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

8. The Central Government has not prescribed maintenance of cost records under section209(1) (d) of the Companies Act 1956 for any of the services rendered by the Company.

9. According to the information and explanation given to us, the undisputed amountspayable in respect of taxes, wealth tax, service tax, sales tax, customs duty, exciseduty, and any other statutory dues have generally been deposited regularly with theconcerned authorities. Based on information furnished to us, there are no undisputedstatutory dues as on 31 March, 2011 which are outstanding for a period exceeding sixmonths from the date they became payable.

10. The Company does not have any carry forward losses and also not incurred cash losseither during the year or in the immediately preceding financial year.

11. According to the information and explanation given to us, the Company has notdefaulted in scheduled repayment of dues to banks and financial institutions.

12. Based on our examination of the records and the information and explanation givento us, the Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities. However, as regards the client'sshares and securities taken as margin, the Company has maintained adequate documents.

13. In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund orsociety.

14. The Company is dealing and trading in securities, derivatives and other instrumentsand has maintained proper records of the transactions and contracts and timely entries aremade therein. All the shares, securities, debentures and other securities have been heldby the Company in its own name except to the extent of exemption granted under Section 49of the Act.

15. According to the information and explanation given to us, the Company has not givenany guarantee for loans taken by others from Bank or Financial Institutions.

16. To the best of our knowledge and belief and according to the information andexplanations given to us, no term loans were raised by the Company during the year;therefore question of utilization for stated purpose does not arise.

17 . According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment and vice versa.

18. During the year, the Company has not made preferential allotment to the parties andcompanies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

20. The Company has not raised any money through public Issue during the year

21. According to the information and explanations given to us, no fraud on or by theCompany has been noticed or reported during the year.