We have audited the attached Balance Sheet of M/s B.N.RATHI SECURITIES
 LIMITED as at 31st March, 2011 and also the Profit & 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.
 
 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 mis-statements. An audit includes
 examining, on a test basis, evidence supporting the amount and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion. 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 it appears from our examination of
 the same.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow statement
 dealt with by this report, are in agreement with the Books of Account
 of the Company.
 
 d) In our Opinion, the Balance Sheet, the 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 subject to Notes on Accounts.
 
 e) As per the representations made by the Company and all its
 Directors, no Director is disqualified from being appointed as Director
 U/s 274(1 )(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 read with notes on the
 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 the case of the Balance Sheet, of the State of Affairs of the
 Company, as at 31st March, 2011 and 
 
 (ii) in case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date and 
 
 (iii) in the case of the Cash Flow Statement, of the Cash Flows of the
 Company for the year ended on that date.
 
 g) As required by the Companies (Auditors Report) Order, 2003 as
 amended by the Companies (Auditor''s 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 of the Company as we considered
 appropriate and according to the information and explanations given to
 us we further report the matters to the extent applicable as under:
 
 1) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.  The
 fixed assets of the Company have been physically verified by the
 management at the year end and no serious discrepancies were noticed on
 such verification.  Fixed Assets disposed off during the year are not
 material and therefore do not affect the going concern assumption.
 
 2) The stock of inventory has been physically verified by the
 management at reasonable intervals. In our opinion, and according to
 the information given to us, the procedure for physical verification of
 inventory followed by the management are reasonable and adequate in
 relation to the size of the company and the nature of its business. In
 our opinion the company is maintaining proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 3) a) The Company has not granted secured or unsecured loan to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act.  b) The Company has not obtained
 unsecured loans from companies, firms or other parties covered in the
 register maintained under section 301 of the Act.
 
 4) In our opinion there are 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 and for sale of stock
 (shares) and services requires Improvement. Further, on the basis of
 our examination and according to the information and explanations given
 to us, we have neither come across nor have been informed of any
 instance of major weakness in the aforesaid internal control systems.
 
 5) In our opinion and according to the explanation given to us, the
 particulars of Contracts or arrangements required to be entered in the
 register under Section 301 of the Companies Act, 1956 have been entered
 and transactions aggregating during the Financial year to Rupees Five
 Lakhs or more in respect of each party have been made at prices which
 are reasonable having regard to prevailing market prices for such
 securities or the prices at which transactions for similar securities
 or services have been made with other parties.
 
 6) The Company has not accepted any deposits from the public within the
 meaning of Section 58A and 58AA or any other relevant Provisions of the
 Companies Act, 1956 and the Rules framed there under.
 
 7) In our opinion the Company has a system of internal audit which
 commensurate with its size and nature of its business.
 
 8) The Central Government has not prescribed the maintenance of cost
 records under clause (d) of the sub-section (1) of Section 209 of the
 Act for any of its products.
 
 9) a) The Company is regular in depositing with appropriate authorities
 undisputed amount of Provident Fund, Investor Education and Protection
 Fund, Income Tax, Service Tax and other statutory dues as applicable
 and no undisputed amounts payable are outstanding as at 31st March,
 2011 for a period of more than six months from the date they become
 payable.
 
 b) The Company has disputed Income Tax Demand Rs. 1,44,656/- for the
 Assesment year 2006- 07 and Rs. 79,900 for the Asst.year 2007-08 and
 the first appeal is pending disposal.
 
 10) The Company has no accumulated losses as at 31st March, 2011 and it
 has not incurred cash losses in the financial year under report or in
 the immediately preceeding financial year.
 
 11) The Company has not defaulted in repayment of dues to any financial
 institutions or banks.
 
 12) The Company has not granted any 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, nidhi or mutual benefit
 fund/society.
 
 14) The Company is a Member of NSE and BSE and MCX-SX, renders services
 for investors in purchase and sale of shares and securities and also
 deals in shares and securities.The Company has maintained proper
 records of the transactions and contracts of purchases and sale of
 shares and other securities and timely entries have been made therein.
 The Company has held the shares in the name of the Company.
 
 15) According to the information and explanations given to us and the
 representations made by the management, the Company has not given any
 guarantee for Loans taken by others from Banks or Financial
 Institutions.
 
 16) The Company has not obtained any term loans during the year.
 
 17) On the basis of our examinations of the books of account and the
 information and explanations given to us, in our opinion the funds
 raised on short-term basis have not been used for long term investment.
 
 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 during the year.
 
 19) The Company has not issued any debentures during the year.
 
 20) The Company has not raised any money by public issues during the
 year.
 
 21) According to the explanation and information given to us, based
 upon the audit procedures performed and representations made by the
 management, we report that no fraud on or by the Company has been
 noticed or reported during the course of our Audit.
 
                                             For KALYANDAS & Co.
                                         Firm Regd. No. 001677S 
                                          Chartered Accountants.
 
                                                  (G.KALYANDAS)
                                                       Partner
                                           Membership No.:7102
 
 
 Date : 28.07.2