1.  We have audited the attached Balance Sheet of Centrum Capital
 Limited (''the Company'') as at June 30, 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.  The Company has long outstanding debtors amounting to Rs.
 102,022,920/- , included in outstanding for more than 12 months, as
 referred to in Note 17 of Schedule 16 to the financial statements, which
 are subject to realization and upon which we are unable to comment on.
 The ultimate shortfall, if any, on realization / on account of non
 realization of such debtors, thereof cannot be quantified.
 
 5.  Without qualifying our opinion, we draw attention to the following:
 
 (a) Note 18 of Schedule 16 to the financial statements in respect of
 investments aggregating to Rs. 621,997,000/- (June 30, 2010: Rs.
 621,997,000/-) in Centrum Broking Private Limited, an associate
 Company. As more fully described in note 18 of Schedule16, the
 Management is of the view that there is no permanent diminution to the
 carrying value of the investments of Rs. 621,997,000/- in the associate
 and hence no adjustment has been made in this regard in the
 accompanying financial statements.
 
 (b) Note 12(b) of Schedule 16 to the financial statements, wherein the
 Company has incurred managerial remuneration of Rs. 7,717,801/- during
 the year, which is in excess of the limits specified by the relevant
 provisions of the Companies Act, 1956, by Rs. 1,270,079/- in respect of
 its whole time director and managing director. As represented, the
 Company is in the process of making application to Central Government
 in this regard, for such excess remuneration paid to managerial
 personnel. Pending application and consequent receipt of approval from
 Central Government, no adjustments have been made to the accompanying
 financial statements.
 
 6.  Further to our comments in the Annexure referred to 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 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 June 30, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 June 30, 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, and subject to, adjustments, if any
 arising on account of paragraph 4 above, the effects whereof is not
 ascertainable, 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 June 30, 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.
 
 Re: Centrum Capital Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) Fixed assets have been physically verified by the management during
 the year and no material discrepancies were identified on such
 verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The stock of bonds and securities have been confirmed by the
 management with the holding statement provided by the Depository
 Participants (DP) at reasonable intervals. In our opinion the frequency
 of such verification is reasonable.
 
 (b) All the stock of bonds and securities are held in dematerialized
 form thus physical verification is not applicable. The procedures
 followed by the management for periodic verification of stock of bonds
 and securities with the demat statement are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed.
 
 (iii) (a) According to the information and explanations given to us,
 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, the
 provisions of clause 4(iii) (a) to (d) of the Order are not applicable
 to the Company and hence not commented upon.
 
 (b) According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured from companies,
 forms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly, the provisions of clause
 4(iii)(e) to clause 4(iii)(g) of the Order are not applicable to the
 Company and hence not commented upon.
 
 (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 inventory and fixed assets and for the sale of bonds and
 services.  During the course of our audit, no major weakness or
 continuing failure to correct major weakness in internal control system
 of the company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs have been entered into
 during the financial year at prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 (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 regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, income-tax, wealth-tax, service
 tax, employees'' state insurance, cess and other material statutory dues
 applicable to it. The provisions relating to sales-tax, customs duty,
 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, employees''
 state insurance, investor education and protection fund, 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. Undisputed dues in respect of profession
 tax which were outstanding, at the year end for a period of more than
 six months from the date they became payable are as follows:
 
 
                                            Period to which the
 Name of the  Nature of the   Amount (Rs.)  amount relates     
 Statute      dues  
 
 
 Profession 
 Tax Officer   Profession tax  8,422         2006-10      
 
 
 
 
 Name of the statute       Due Date                    Date of Payment  
 
 Profession Tax Officer    15 days from the end        Not yet paid
                           of the month in which
                           it is payable 
 
 
 (c) According to the information and explanation given to us, there are
 no dues of income tax, sales-tax, wealth tax, customs duty, excise duty
 and cess which have not been deposited on account of any dispute. The
 service tax and income tax dues outstanding on account of dispute are
 as follows:
 
                                                   Period to which the  
 Name of the statute    Nature of dues Amount (Rs.)
                                                   amount relates       
 
 The Finance Act, 1994  Service tax 
                        payable        1,477,923    2002-2006
 (Service tax provisions)                                    
 
 
 Income Tax Act, 1961   Income Tax     1,323,224    2007-2008
 
 
 Income Tax Act, 1961   Income Tax     2,696,060    2008-2009
 
 
 
 
 Name of the Statute              Forum where dispute is 
                                  pending
 
 The Finance Act,1994             Additional Commissioner
                                  of Service tax
 
 
 Income Tax Act,1961              ITAI-Mumbai  
 
 Income Tax Act,1961              Commissioner of Income
                                  Tax(A)-4
 
 
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding 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 a financial
 institution, bank 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 Companies (Auditor''s Report) Order, 2003 (as amended) is 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 given guarantee for loans taken by others from bank or
 financial institutions, the terms and conditions whereof in our opinion
 are not prima-facie prejudicial to the interest of the Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (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 through a public issue during
 the year.
 
 (xxi) 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 fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 
 
 
 For S.R. Batliboi & Co.
 
 Firm registration number: 301003E
 
 Chartered Accountants
 
 per Shrawan Jalan
 
 Partner
 
 Membership No.:102102
 
 Place: Mumbai
 
 Date: October 14, 2011