1.  I have audited the attached Balance Sheet of M. B. Parikh Fin stocks
 Ltd (the Company ) as at 31st March, 2012, the Statement of
 Profit and Loss 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.  My responsibility is to express an
 opinion on these financial statements based on my audit.
 
 2.  I conducted my audit in accordance with the Auditing Standards
 generally accepted in India. Those Standards require that I 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. I believe that my audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4 A) of
 section 227 of the Companies Act, 1956,1 enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to my comments in the Annexure referred to in paragraph 3
 above, I report that:
 
 (i) I have obtained all the information and explanations, which to the
 best of my knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In my opinion, proper books of account, as required by law, have
 been kept by the Company so far as appears from my examination of those
 books;
 
 (iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In my opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report are in compliance with
 the Accounting Standards referred to in sub- section (3C) of Section
 211 of the Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 Directors, as on 31 st March, 2012 and taken on record by the Board of
 Directors, I report that none of the Directors is disqualified as on
 31st March, 2012 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 my opinion, and to the best of my information and according to
 the explanations given to me, they said accounts read together with the
 Significant Accounting Policies and 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:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 st March, 2012;
 
 (b) in the case of the Statement of Profit & Loss, of the loss of the
 Company 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.
 
 Referred to in paragraph 3 of my report of even date,
 
 (I) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) As explained to me, all the fixed assets have been physically
 verified by the management during the year, which in my opinion is
 reasonable having regard to the size of the Company and the nature of
 its assets. No material discrepancies were noticed on such
 verification.
 
 (c) In my opinion, the Company has not disposed of a substantial part
 of its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 (ii) The Company is a member of National Stock Exchange, a Deposit
 based trading member of BSE and a Depository Participant of CDSL. Stock
 in trade of securities in DMAT Account, held in the name of the Company
 is treated as current investment is verified by the management during
 the year. No major discrepancy is noticed on verification. In my
 opinion, the frequency of verification is reasonable.
 
 (iii) In respect of loans, secured or unsecured, granted or taken by
 the Company to/from companies, firms, other parties covered in the
 Register under section 301 of the Companies Act, 1956:
 
 The company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms, other parties covered in the
 Register under section 301 of the Companies Act, 1956:
 
 (iv) In my opinion and according to the information and explanations
 given to me, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, with
 regard to purchase of securities and fixed assets and for the sale of
 Investments and services.  During the course of our audit, I have not
 observed any continuing failure to correct major weaknesses in internal
 control system.
 
 (v) (a) According to the information and explanations given to me, I am
 of the opinion that the particulars of all contracts or arrangements
 that need to be entered into the register maintained under section 301
 ofthe Companies Act, 1956 have been so entered.
 
 (b) In my opinion and according to the information and explanations
 given to me, there are no transactions made in pursuance of contracts
 or arrangements referred to under section 301 of the Companies Act,
 1956.
 
 (vi) In my opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public.
 
 (vii) In my opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 Internal Audit of the Company for NSE Cash and Derivative segment
 prescribed vide Circulars dated 22nd August, 2008 and 21st October,
 2008 issued by SEBI is carried out an independent Chartered
 Accountants.
 
 (viii) The Company, being a Stock Broker and Depository Participant is
 not prescribed by the Central Government under clause (d) of
 sub-section (1) of Section 209 of the Companies Act, 1956 for
 maintaining cost records.
 
 (ix) In respect of statutory dues:
 
 (a) According to the records of the company, it has generally been
 regular in depositing with appropriate authorities undisputed statutory
 dues including service tax, stamp duty and other
 
 statutory dues with the appropriate authorities.
 
 (b) According to the information and explanations given to me, no
 undisputed amounts payables in respect of service tax, stamp duty and
 other statutory dues were in arrears, as at 31.03.2012 for a period of
 more than six months from the date they became payable, (c) According
 to the information and explanations given to me, there are no dues of
 service tax, stamp duty and other statutory dues which have not been
 deposited on account of any dispute.
 
 (x) According to the records of the Company, there are no accumulated
 losses. Further, the Company has not incurred cash losses during the
 financial year covered by my audit.
 
 (xi) Based on my audit procedures and according to the information and
 explanations given to us, the Company has not defaulted in repayment of
 dues to a financial institution, bank.
 
 (xii) In my opinion and according to the information and explanations
 given to me and based on the information available no loans and
 advances have been granted by the Company on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 (xiii) In my opinion, the Company is not a chit fund / nidhi/ mutual
 benefit fund/society. Therefore the provisions of clause 4(xiii) of the
 Order are not applicable to the company.
 
 (xiv) The Company has maintained proper records of the transactions and
 contracts in respect of trading in shares, securities and timely
 entries have been made there in. All shares, securities and other
 investments are held by the company in its own name.
 
 (xv) The Company has not given guarantees for any loans taken by others
 from banks or financial institutions.
 
 (xvi) The Company has taken term loan for Vehicle from banks or
 financial institutions.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, I am of the
 opinion that the Company has not raised funds on short-term basis
 during the year.
 
 (xviii) According to the information and explanations given to me, the
 Company has not made preferential allotment of shares to parties and
 companies covered in the Register maintained under section 301 of the
 Act.
 
 (xix) According to the information and explanations given to me during
 the period covered by my audit report, the Company has not issued any
 debentures.
 
 (xx) The Company has not raised any monies through public issues during
 the year.
 
 (xxi) According to the information and explanations given to me, no
 material fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                              For B. R. Pancholi & Co.,
 
                                                  Chartered Accountants
 
 
 Place: Mumbai                                         CA. B R Pancholi
 
 Date: 30.05.2012                                            Proprietor
 
                                              Membership Number: 041254