1.  We have audited the attached Balance Sheet of Modern Shares &
 Stockbrokers Limited as at March 31, 2012, the Profit and Loss Account
 and also 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 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 the 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 (the
 Order) issued by the Central Government of India in terms of section
 227 (4A) 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.  Further to our comments in the Annexure referred to 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 purposes 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 those books.
 
 c.  The balance sheet, profit and loss account and the cash flow
 statements dealt with by this report are in agreement with the books of
 account.
 
 d.  In our opinion, the balance sheet and the profit and loss account
 comply with the accounting standards referred to in sub-section (3C) of
 section 211 of the Companies Act, 1956 to the extent applicable.
 
 e.  On the basis of the written representations received from the
 directors as on March 31, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2012 from being appointed as a director under section
 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 together with the
 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:
 
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012; and
 
 (ii) in the 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 flow for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT TO THE
 MEMBERS OF Modern
 
 Shares & Stockbrokers Limited.
 
 i.  a) The Company has maintained proper records showing full
 particulars, including quantitative details
 
 and situation of its fixed assets.
 
 b) Some of the fixed assets were physically verified during the year by
 the management in accordance with a program of verification, which in
 our opinion provides for physical verification of all the fixed assets
 at reasonable intervals. According to the information and explanations
 given to us no material discrepancies were noticed on such
 verification.
 
 c) The Company has not disposed off substantial parts of its fixed
 assets.
 
 ii.  The Company is a service Company. Accordingly, it does not hold
 any physical inventories and, accordingly, paragraphs 4 (ii) of the
 Order is not applicable
 
 iii. a) The Company has neither granted nor taken any loans, secured or
 unsecured, to companies, firms or other parties covered in the register
 maintained under section 301 of the Act and, accordingly, paragraphs 4
 (iii) (b), (c) (d), (f) and (g) of the Order are not applicable.
 
 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 with
 regards to purchase of fixed assets and sale of services. During the
 course of our audit no major weakness has been noticed in the aforesaid
 internal control system.
 
 v.  (a) Based on our audit procedures and according to the information
 and explanations provided to us, we are of the opinion that 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 and
 arrangements referred to in (a) above and exceeding the value of Rs. 5
 Lac with any party during the year 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 as defined under section
 58A and 58 AA of the Companies Act, 1956 and the Rules framed there
 under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii.  In respect of the activities of the Company, maintenance of cost
 records has not been prescribed by the Central Government under section
 209(1)(d) of the Companies Act, 1956.
 
 ix (a) On the basis of our examination of books of accounts and
 according to the information and explanation provided to us, the
 Company is generally regular in depositing undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Income-tax, Sales-tax, Wealth Tax, Service Tax, professional tax and
 other applicable statutory dues with the appropriate authorities.
 
 (b) According to the information and explanations given to us, there
 are no undisputed liabilities of Income- tax, Sales-tax, Wealth Tax,
 Service Tax, professional tax and Investor Education and Protection
 Fund were outstanding as at March 31, 2012 for a period of more than
 six months from the date they became payable.
 
 (c) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs duty, which have not been deposited on account of any
 disputes.
 
 x.  The Company does not have any accumulated losses at the end of the
 financial year and has not incurred any cash losses during the
 financial year under audit and in 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
 banks. There are no borrowings from financial institutions and
 debenture holders.
 
 xii. According to records of the Company and according to the
 information and explanation provided to us, the Company has not granted
 any loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities and, accordingly, paragraph 4
 (xii) of the Order is not applicable to the Company.
 
 xiii.  The Company is not a chit fund or a nidhi / mutual benefit fund
 / society and, accordingly, the paragraph 4(xiii) of the Order is not
 applicable to the Company.
 
 xiv. Based on our audit procedures and according to the information and
 explanation provided to us, we are of the opinion that the Company has
 maintained proper records of the transactions and contracts in respect
 of dealing and trading in shares, derivatives, securities, debentures
 and other investments during the year.
 
 xv.  According to information and explanations provided to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions and, accordingly, paragraph 4(xv) of
 the Order is not applicable to the Company.
 
 xvi. According to the records of the Company and according to the
 information and explanations given to us, no term loan is availed by
 the Company during the year and, accordingly, paragraph 4 (xvi) of the
 Order is not applicable to the Company.
 
 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 the purpose
 of long term investments.
 
 xviii.  During the year, 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 and, accordingly, paragraph 4
 (xviii) of the Order is not applicable to the Company.
 
 xix. There are no debentures issued by the Company and, accordingly,
 paragraph 4 (xix) of the Order is not applicable to the Company.
 
 xx.  The Company has not raised any money by public issue, and
 accordingly paragraph 4(xx) of the Order is not applicable to the
 Company.
 
 xxi. To the best of our knowledge and according to the information and
 explanations given to us, we report that no fraud on or by the Company
 has been noticed or reported during the year.
 
                                 For Bhandari Dastur Gupta & Associates
 
                                            Chartered Accountants
                                                FRN: 119 739W
                                                     Sd/-
 
                                               Ritesh M Dedhia
 
 Date: June 01, 2012                               Partner
 
 Place: Mumbai                                Membership Number: 117607