1.  We have audited the attached Balance Sheet of ALMONDZ CAPITAL &
 MANAGEMENT SERVICES LTD., New Delhi as at 31st March 2011 and the
 Profit and Loss Account and the Cash Flow Statement of the Company 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 state- ments 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 (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, 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 paragraph
 (3) 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 accounts as required by law have
 been kept by the Company so far as appears from our examination of such
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agree- ment with the books of
 accounts;
 
 d) In our opinion, the Balance Sheet, Profit & 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;
 
 e) On the basis of the written representations received from the
 Directors as on 31st March 2011 and taken on record by the Board of
 Directors, we report that none of the Directors is 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.
 
 5. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with significant
 accounting policies and other 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 Balance Sheet, of the State of Affairs of the Company
 as at March 31, 2011 ; and
 
 ii) In the case of Profit and Loss Account 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.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 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) As explained to us, all the fixed assets have been physically
 verified by the management according to a regular program in a phased
 manner, which, in our opinion, is reasonable having regard to the size
 of the Company and the nature of its assets. No material discrepancies
 with respect to book records were noticed on such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not made any substantial disposals during
 the year.
 
 ii) (a) As explained to us, physical verification of inventory of
 shares and securities has been conducted by the management at
 reasonable intervals.
 
 (b) In our opinion, the procedures of physical verification of
 inventory of shares and securities followed by the management are
 reasonable and adequate in relation to the size of the Company and
 nature of its business.
 
 iii) (a) During the year Company has taken unsecured loans from
 companies covered in the register maintained under Section 301 of the
 Companies Act, 1956. The details thereof is furnished hereunder :
 
 S.   Name of the Party     Amount    Year-end     Maximum
 No.                        (Rs.in     Balance     Balance
                              Lacs)    (Rs. in     (Rs. in
                                          Lacs)       Lacs)
 
 1    Almondz Global       4300.00     1000.00     1600.00
      Securities 
      Limited 
     (Associate 
      Company)
 
 2.   Almondz Finanz         61.50         NIL      27.00
      Limited 
     (Associate
      Company)
 
 The interest charged and other terms and conditions of the loan taken
 are prima facie not prejudicial to the interest of the Company.
 
 (b) During the year company has granted unsecured loans to companies
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The details thereof is furnished hereunder :
 
 S.   Name of the Party     Amount    Year-end     Maximum
 No.                        (Rs.in     Balance     Balance
                              Lacs)    (Rs. in     (Rs. in
                                          Lacs)       Lacs)
 
 1    Almondz Global        262.00         NIL      168.00
      Securities 
      Limited 
     (Associate 
      Company)
 
 2.   Almondz Finanz         61.50         NIL       27.00
      Limited 
     (Associate
      Company)
  
 
 The interest charged and other terms and conditions of the loan taken
 are prima facie not prejudicial to the interest of the company.
 
 iv) 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 inventory and fixed assets etc.,
 During the course of our audit, no major weakness has been noticed in
 the internal controls.
 
 v) In respect of transactions entered in the register maintained in
 pursuance of Section 301 of the Companies Act, 1956 ;
 
 (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, transactions that needed to
 be entered into the register have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 vi) In our opinion and according to the information given to us, the
 Company has not accepted any deposits from the public during the year
 within the meaning of Sections 58A and 58AA of the Companies Act, 1956
 and the Companies (Acceptance of Deposit) Rules, 1975.
 
 vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 viii) We were informed that the Central Government has not prescribed
 the maintenance of Cost records under Section 209(1)(d) of the
 Companies Act, 1956.
 
 ix) According to the information and explanations given to us in
 respect of statutory and other dues :
 
 (a) The Company has been regular in depositing undisputed statutory
 dues, including Provident Fund, Employees State Insurance, Income-tax,
 Sales-tax, Wealth Tax, Service Tax, Cess and any other statutory dues
 with the appropriate authorities during the year.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 customs duty, excise duty and cess were outstanding as at 31.03.2010
 for a period of more than six months from the date they became payable.
 
 x) The Company has no accumulated losses as on the balance sheet date.
 The Company has not incurred any cash losses during the financial year
 covered by our audit or the immediately preceding financial year.
 
 xi) 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 the repayment of dues to financial
 institutions, banks and debenture holders.
 
 xii) We are of the opinion that the Company has maintained adequate
 records where the Company has 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 neither a chit fund nor nidhi /
 mutual benefit fund / society and hence Clause 4 (xii) of the Order is
 not applicable to the Company.
 
 xiv) The Company has maintained proper records of transaction and
 contracts in respect of all shares, debentures and other securities,
 which have been held by the Company in its own name and timely entries
 have been made therein.
 
 xv) In our opinion, the terms and conditions on which the Company has
 given guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interest of the Company.
 
 xvi) In our opinion and according to the information and explanations
 given to us, the Company has not applied for any term loan 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. No long- term funds have been used to finance short-term
 assets except permanent working capital.
 
 xviii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 xix) During the year the company has not issued any deben- tures.
 
 xx) The Company has not raised any money by public issue during the
 year.
 
 xxi) According to the information and explanations given to us, we
 report that no fraud on or by the Company has been noticed or reported
 during the course of our audit.
 
                                          For H.  V.  & Associates
                                             Chartered Accountants
                                     Firm Registration No. 010917N
 
                                                    H. K.  Chhabra
                           Proprietor (FCA – Membership No. 089616)
 
 
 New Delhi 
 May 30, 2011