1.  We have audited the attached Balance Sheet of Aditya Birla Money
 Limited (''the Company'') as at March 31, 2011 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 for
 our opinion.
 
 3.  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 Companies Act, 1956, we enclose
 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 in para 3
 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, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and loss account 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.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the 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 REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 Re: Aditya Birla Money Limited (‘the Company’)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a phased program for physical verification of all
 its fixed assets which in our opinion, is reasonable having regards to
 the size of the Company and the nature of its assets. During the year,
 material discrepancies noticed on verification of information
 technology assets and V – SAT equipments have been properly dealt in
 the books of the accounts in the manner described in note 17.2(A).
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) The Company is a stock broker and therefore does not have any
 inventories. Accordingly, Clause (ii) of the Companies (Auditors’
 Report) Order 2003 (as amended) is not applicable to the Company.
 
 (iii) (a) As informed, 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 Companies Act, 1956.
 Accordingly, clauses 4 (iii)(b), 4 (iii)(c) and 4(iii)(d) of the Order
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Act, are not applicable to the Company.
 
 (b) As informed, 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 Companies Act, 1956.
 Accordingly, clauses 4 (iii)(f) and 4(iii)(g) of the Order issued by
 the Central Government of India in terms of sub-section (4A) of Section
 227 of the Act, are not applicable to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of fixed assets and for the sale of services. The activities
 of the Company do not involve any purchase or sale of inventory. During
 the course of our audit, no major weakness has been noticed in the
 internal control system in respect of these areas.  During the course
 of our audit, we have not observed any continuing failure to correct
 major weakness in internal control system of the company.
 
 (v) According to the information and explanations provided by the
 management, we are of the opinion that there are no contracts or
 arrangements that need to be entered into the register maintained under
 section 301. Accordingly, clauses 4(v)(a) and 4(v)(b) of the Order
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Act, are not applicable to the Company.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, employees’ state insurance dues, service tax investor education
 and protection fund, income-tax, wealth-tax, cess and other material
 statutory dues applicable to it. Statutory dues in respect of sales
 tax, customs duty and excise duty are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees’ state insurance, income-tax,
 wealth-tax, service tax, cess and other undisputed statutory dues were
 outstanding, at the year end, for a period of more than six months from
 the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, service tax and cess on account of any dispute, are as
 follows:
 
 Name of       Nature of       Amount  Period to which the  Forum where
 the Statute   Dues             (Rs.)  amount relates       dispute is
                                                            pending
 Income Tax    Income Tax  21,891,567  AY-2008-09           CIT (Appeals)
 Act, 1961
 
 Finance       Service tax  7,283,390  April 2004-          Commissioner
 Act, 1994                             June 2008            of Service
                                                            tax
 Finance       Service tax    376,714  October 2004-        Commissioner
 Act, 1994                             March 2009           of Service 
                                                            tax
 
 Finance       Service tax  1,116,339  December 2008-       Commissioner
 Act, 1994                             November 2009        of Service 
                                                            tax
 
 Finance Act,  Service tax     21,821  November 2009-       Commissioner
 1994                                  March 2010           of Service 
                                                            tax
 
 (x) The Company has no accumulated losses at the end of the financial
 year. However, the Company has incurred cash losses in the current year
 but not in the immediately preceeding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to banks. There are no
 dues to a financial institutions or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society.  Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, proper records have been maintained of
 the transactions and contracts and timely entries have been made
 therein. The shares, securities, debentures and other investments have
 been held by the Company, in its own name.
 
 (xv) 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.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issue during
 the years Accordingly Clause (xx) of the Companies (Auditors Report)
 Order 2003 (as amended) is not applicable to the Company.
 
 (xxi) Based on information and explanations given to us, we report
 that, during the year there have been certain instances of fraud on the
 Company by employees where unauthorized trades/ cheque forgery related
 embezzlements have occurred for amounts aggregating Rs 637,700/-.  The
 Company does not consider these to be material to the financial
 statements and has taken legal against these persons and has provided
 for amounts which are not considered to be recoverable.
 
 Based upon the audit procedures performed for the purpose of reporting
 the true and fair view of the financial statements and as per the
 information and explanations given by the management, we report that no
 other fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                         For S.R. BATLIBOI & ASSOCIATES
 
                                      Firm registration number: 101049W
 
                                                  Chartered Accountants
 
                                                      per Amit Majmudar
 
                                                                Partner
 
                                                  Membership No: 036656
 
 Place: Mumbai
 
 Date: April 21, 2011