Daga Leasing Directors Report.

AUDITORS

To, The Members, NATIONAL STOCK EXCHANGE OF INDIA LIMITED

1. We have audited the attached Balance Sheet of NATIONAL STOCK EXCHANGE OF INDIA LIMITED, as at 31st March, 2012, the Statement of Profit and Loss 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 for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, and read with the amendments made by the Companies (Auditors’ Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent they are applicable to the Company.

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

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

e) On the basis of the representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of subsection (1) of Section 274 of the Companies Act, 1956;

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

i) in the case of 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 & Loss, of the Profit of the Company for the year ended on that date; and

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

For KHANDELWAL JAIN & CO.,

Chartered Accountants,

Firm’s Registration No.105049W
(NARENDRA JAIN)
Place : Mumbai

Partner

Date : 14th May, 2012 Membership No.: 048725

Annexure referred to in paragraph 3 of Auditors’ Report of even date to the members of NATIONAL STOCK EXCHANGE OF INDIA LIMITED on the financial statements for the year ended March 31, 2012

i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The Company has physically verified the fixed assets in accordance with a programme of verification which in our opinion provides for physical verification of all fixed assets at reasonable intervals except for VSAT equipments lying with third parties for which confirmations are generally obtained or electronically confirmed. We have been informed that no material discrepancies were noticed on such verification.

c) No substantial part of fixed assets of the Company has been disposed off during the year.

ii) a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

iii) In our opinion, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for purchase of fixed assets and for rendering of services. During the course of our audit, we have not observed any major weakness in the internal control systems.

iv) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not entered into any contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder.

vi) In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business.

vii) 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.

viii) a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities 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 and any other statutory dues wherever applicable.

b) According to the records of the Company, the dues of sales-tax, income-tax, customs, wealth-tax, service tax, securities transaction tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Period to which amount relates (Financial year) Amount ( Rs in Crores) Forum where dispute is Pending
1. Income Tax Act, 1961 Income Tax 2002-2003 5.96 High Court, Mumbai
2007-2008 0.002 Income Tax Appellate Tribunal, Mumbai
2008-2009 0.19 Commissioner of Income Tax, (Appeal) Mumbai
2. Wealth Tax Act, 1957 Wealth Tax 2000-2001 0.11 Income Tax, Appellate Tribunal, Mumbai - Wealth Tax Bench
3. Finance (No.2) Act, Securities 2006-2007 5.09 Income Tax Appellate Tribunal, Mumbai
2004-Chapter VII Transaction Tax 2007-2008 0.97 Commissioner of Income Tax (Appeals), Mumbai
2008-2009 0.48 Commissioner of Income Tax (Appeals), Mumbai
4. Chapter V of Finance Act, 1994 Service Tax 2004-2005 to 2008-2009 28.10 Commissioner of Service tax, Mumbai
5. Chapter V of Finance Act, 1994 Service Tax 2010-11 0.001 Commissioner of Service tax, Mumbai
6. The Competition Act, 2002 Penalty 2007-2008 to 2009-2010 55.00 Competition Appellate Tribunal

ix) The Company did not have any accumulated losses at the end of the financial year, nor had it incurred any cash loss during the financial year or in the immediately preceding financial year.

x) The Company has not taken any loan from banks or financial institutions and the Company has not issued any debentures.

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

xii) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

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

xiv) According to the information and explanations given to us and on an examination of the Balance Sheet of the Company, we report that, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xv) The Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xvi) The Company has not issued any Debentures during the year and there were no debenture outstanding at the year-end.

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

xviii) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on the Company or by the Company has been noticed or reported during the course of our audit.

xix) The other clauses 4(ii), 4(xiii) and 4(xiv) of para 4 of the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditors’ Report) (Amendment) Order 2004, are not applicable to company.

For KHANDELWAL JAIN & CO.,

Chartered Accountants,

Firm’s Registration No.105049W
(NARENDRA JAIN)
Place : Mumbai

Partner

Date : 14th May, 2012 Membership No.: 048725