1. We have audited the attached balance sheet of EMKAY GLOBAL FINANCIAL
 SERVICES LIMITED as at 31st March, 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 companys management. our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the 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 (Auditors Report) order, 2003 (the
 order), as amended, issued by the Central Government of India in
 terms of sub-section (4A) of section 227 of the Companies Act, 1956
 (the Act), 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 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 Act;
 
 (v) on the basis of 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
 31st March, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Act;
 
 (vi) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 Significant Accounting policies and Notes to Accounts appearing in
 Schedule T give the information required by the Act, 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 31st March, 2011;
 
 (b) in the case of the profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH THREE OF OUR
 REPORT OF EVEN DATE
 
 (i) in our opinion and according to the information and explanations
 given to us, the nature of the Companys business / activities during
 the year are such that clauses (viii), (xiii) and (xix) of paragraph 4
 of the said order are not applicable to the company.
 
 (ii) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, fixed
 assets of the company have been physically verified by the management
 during the year which in our opinion is reasonable having regard to the
 size of the Company and the nature of its assets. According to the
 information and explanations given to us, no material discrepancies
 were noticed on such verification.
 
 (c) According to the information and explanations given to us, the
 company has not disposed of substantial part of fixed assets which
 could affect the going concern status of the company.
 
 (iii) (a) The securities held as stock in trade have been confirmed
 with the statement of holding of depository at the end of the year. in
 our opinion, the frequency of verification of statement of holding is
 reasonable.
 
 (b) in our opinion and according the information and explanations given
 to us, the procedure of confirmation of securities held as stock in
 trade followed by the Management were reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) in our opinion and according the information and explanations given
 to us, the company has maintained proper records of securities held as
 stock in trade and as informed to us, no discrepancies have been
 noticed on verification between the statement of holding and the book
 records.
 
 (iv) The Company has neither granted nor taken any secured or unsecured
 loan to / from companies, firms or other parties covered in the
 register maintained under section 301 of the Act during the year.
 Therefore comments under clause 4(iii) (a) to (g) of the order are not
 applicable.
 
 (v) in our opinion and according to the information and explanations
 given to us, there are adequate internal control system commensurate
 with the size of the company and the nature of its business for the
 purchase of securities, fixed assets and for sale of securities and
 services. Further, on the basis of our examination and according to the
 information and explanations given to us, we have neither come across
 nor have we been informed of any instance of major weakness in the
 aforesaid internal control systems.
 
 (vi) (a) in our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (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 Act and exceeding the value of rupees five lakhs in respect of any
 party during the year for services obtained from such a party have been
 made at prices which are reasonable having regard to prevailing market
 prices at the relevant time. in case of services provided to another
 such party, no comparison could be made since similar transactions have
 not been made with other parties.
 
 (vii) in our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from public
 within the meaning of Sections 58A and 58AA or any other relevant
 provisions of the Act and the rules framed thereunder.
 
 (viii) The internal Audit is being conducted by a firm of Chartered
 Accountants appointed by the management and in our opinion, the same
 commensurates with the size and nature of companys business.
 
 (ix) (a) The company has been 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 other statutory dues applicable to it. No undisputed
 amounts payable in respect of the aforesaid statutory dues were
 outstanding as at the last day of the financial year for a period of
 more than six months from the date they became payable.
 
 (b) As at 31st March, 2011, according to the records of the company and
 the information and explanations given to us, the following are the
 particulars of disputed dues on account of income tax, sales tax,
 service tax, custom duty, wealth tax, excise duty and cess matters that
 have not been deposited:
 
                                 Period to which   Forum where
 Nature of dues    Amount        the amount        pending
                   (Rs. in lac)  relates
 
 Income Tax and 
 Interest           3.77         F.Y.2002-2003  }  Income Tax
                                                 
 Income Tax and 
 Interest           3.07         F.Y.2004-2005  }  Appellate
 
                                                }  Tribunal
 
 Income Tax and 
 Interest          42.39         F.Y.2005-2006  }
 
 Income Tax and 
 Interest          26.27         F.Y.2006-2007  }
 
 (x) The Company has no accumulated losses as at 31st March, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 (xi) According to the information and explanations given to us, the
 company has not defaulted in repayment of dues to the bank. The Company
 has not obtained any borrowings from any financial institutions or by
 way of debentures.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) in our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of the
 transactions and contracts in respect of its dealing or trading in
 shares, securities and other investments and timely entries have been
 made therein and the shares, securities and other investments have been
 held by the company in its own name.
 
 (xiv) To the best of our knowledge and belief and according to the
 information and explanations given to us, the terms and conditions at
 which guarantee has been given by the Company for credit facilities
 taken from banks by a subsidiary are, in our opinion, not, prima facie,
 prejudicial to the interest of the Company.
 
 (xv) To the best of our knowledge and belief and according to the
 information and explanations given to us, no term loans were obtained
 by the Company during the year.
 
 (xvi) According to the Cash Flow Statement and other records examined
 by us and the information and explanations given
 
 to us, on an overall basis, funds raised on short term basis have,
 prima facie, not been used during the year for long term investment.
 
 (xvii) According to the information and explanations given to us, the
 company has not made any preferential allotment during the year to
 Companies / firms / parties covered in the register maintained under
 section 301 of the Act.
 
 (xviii) The Company has not raised any money by public issues during
 the year.
 
 (xix) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.
 
 
 
 
                                          For B.L. Sarda & Associates
                                        Firm Registration No. 109266W 
                                                Chartered Accountants
 
                                                        (B. L. Sarda)
                                                              Partner 
                                                Membership No. 014568
 
 Place: Mumbai 
 Date : 20th May, 2011