1.  We have audited the attached Balance Sheet of Mathew Easow Research
 Securities Limited as at 31st March, 2011 and the related Profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 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 by Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the ''Order''), issued by the Central Government of India in
 terms of Section 227(4A) 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 give in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the 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 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 appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) 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 section 211 (3C) of the Companies Act, 1956.
 
 (e) On the basis of written representations received from ''the
 Director, as on 31st march, 2011 and taken on record by the Board of
 Directors, 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 Companies Act, 1956.  (f) In our
 opinion and to the best of our information and according to the
 explanations given to us, the said financial statements together with
 Notes thereon and attached thereto give, in the prescribed manner, the
 information required by the Companies Act, 1956, 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;
 
 (ii) in the case of the Profit and Loss Account, of the PROFIT for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Mathew Easow Research Securities Limited on the financial
 statements for the year ended 31st March, 2011.
 
 (i) (a) Company is maintaining proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the Management during the year and no material discrepancies between
 the book records and physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us. a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 (ii) (a) As explained to us, inventories in the form of Shares and
 Securities have been verified by the management at reasonable intervals
 to the extent possible and practical.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 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 to the information and explanations
 given to us, the Company has maintained proper records of inventories
 and no material discrepancies were noticed on physical verification.  
 
 (iii) (a) 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 Act.
 
 (b) 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 Act.
 
 (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 goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanation given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 (v) (a)According to information and explanations given to us, the
 particular 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) According to information and explanations given to us, transactions
 made in pursuance of such contracts or arrangements have been made 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 within
 the meaning of sections 58A and 58AA of the Companies Act, 1956 and the
 rules framed there under.  
 
 (vii) In our opinion, the company does not have proper and adequate
 internal audit system commensurate with its size and nature of its
 business and it needs improvement.
 
 (viii) Maintenance of cost records has not been prescribed by the
 Central Government under clause (d) of sub- section (1) of section 209
 of the Act.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees'' state insurance, income-tax, sales-tax, wealth tax, service
 tax, customs duty, excise duty, cess and other material statutory dues
 as applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of income- tax
 , sales-tax, wealth tax, service-tax, customs duty, excise duty and
 cess which have not been deposited on account of any dispute.
 
 (x) The Company does not have any accumulated losses as at the ended of
 the year. The company has not incurred any cash losses during the
 financial year covered by our audit and the immediately preceding
 financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to any
 financial institutions, banks and debenture holders.
 
 (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) The Provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 company.
 
 (xiv) Based on our examination of the records and evaluation of the
 related internal control, the company has maintained proper records of
 transactions and contracts in respect of its dealing in shares,
 securities, debentures and other investments and timely entries have
 been made therein. The aforesaid securities have been held by the
 company, in its own name.  except to the extent of the exemption
 granted under section 49 of the Companies Act.  1956.
 
 (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 has not taken any term loans.
 
 (xvii) The company did not raise any fund on short-term basis.
 
 (xviii)The company has made preferential allotment of shares but not to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 (xix) The company has not issued debentures.
 
 (xx) The company has not raised any money by public issues during the
 year.
 
 (xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us. we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
 For BHANDARI B. C. & CO.
 
 Chartered Accountants
 
 Firm Registration No. 311082E
 
 B. C. Bhandari, FCA
 
 Partner
 
 ICAI Membership No: 50196
 
 Kolkata, May 30, 2011