1) We have audited the attached Balance Sheet of M/S PREMIUM CAPITAL
 MARKET AND INVESTMENTS LIMITED: INDORE as at 31st March, 2011 and also
 the Profit & Loss Account and the cash flow statement for the year
 ended on that date annexed thereto. These Financial Statement 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 accordance with auditing standards generally
 accepted in India. Those Standards require that we plan and perform our
 audit to obtain reasonable assurance about whether the evidence
 supporting the amount and disclosures in financial statements are free
 from material misstatements. An audit includes, examining on the test
 basis, evidence supporting the amounts and disclosures in 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 believed
 that our audit provides a reasonable basis for our opinion.
 
 3) As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government, in terms of section 227 (4A) of the
 Companies Act, 1956 we give in a statement on the matters specified in
 paragraph 4 & 5 of the said order to the extent applicable to the
 company.
 
 4) Further to our comments in the annexure referred 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 accounts as required by the law,
 have been kept by the company so far as appears from our examination of
 the books.
 
 c.  The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with books of accounts.
 
 d.  In our opinion the Balance Sheet and Profit & Loss Account dealt
 with by this report complies with Accounting Standards referred to, in
 sub-section (3C) of section 211 of the Companies Act, 1956.
 
 e.  On the basis of written representation received from the Directors
 as on 31.03.11 and taken on record by the Board of Directors, we report
 that none of the Directors of the company is disqualified from being
 appointed as Director in terms of the provisions of Section 274(l)(g)
 of the Companies Act, 1956 on the said date.
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the accounts subject to notes given there
 on, give the information''s required by the Companies Act, 1956 in the
 manner so required and give a true and fair view:
 
 (i) In the case of Balance Sheet, of the state of affairs of company as
 at 31st March, 2011 and
 
 (ii) In the case of Profit and Loss Account, of the Loss of the company
 for the year ended on that date
 
 (iii) In so far it relates to the Cash flow Statement, of the cash flow
 of the Company for the year ended on that date.
 
 
 ANNEXURE TO THE AUDITORS REPORT
 
 i. As referred to in paragraph 3 of our report of even date)
 
 i.(a) The company has maintained proper record showing full
 particulars, including quantitative details and situations of its fixed
 assets.
 
 (b) As explained to us all assets have been physically verified by the
 management at reasonable intervals during the year, no material
 discrepancies have been noticed on such verification as compared to the
 books records.
 
 (c) No substantial part of fixed assets has been disposed-off by the
 company during this year hence there is no effect on going concern.
 
 ii. (a) The clause regarding finished goods and raw material is not
 applicable to the company being not a manufacturing or trading company
 
 
 (b)The clause regarding physical verification of stocks is not
 applicable to the company being not a manufacturing or trading company.
 
 (c) The clause regarding material discrepancies in stock is not
 applicable to the company being not a manufacturing or trading company.
 
 iii. (a) The Company has taken unsecured loans from companies, firms or
 other parties covered in the register maintained under section 301 of
 the Companies Act. There are total two parties and amount outstanding
 as on 31.03.2011 is Rs. 49.30 Lacks. The maximum outstanding during the
 year was Rs.  96.86 Lacks.
 
 (b) The rate of interest and other terms and conditions of the loan
 taken by the company from the parties covered in the register
 maintained u/s 301 of the Companies Act, 1956 are not puma-facie
 prejudicial to the interest of the company.
 
 (c) The repayment of principle amount and interest is generally
 regular.
 
 (d) The Company has given loans to Directors and their relatives
 concerns. There are total four parties and amount outstanding as on
 31st March 2011 isRs. 13.33 Lacks. The Maximum outstanding during the
 year was of Rs. 48.01 Lacks. The terms and conditions and rate of
 interest of such loans has not been stipulated, hence we are unable to
 comment upon above transactions.
 
 iv. According to the information''s and explanations given to us, there
 are, in our opinion, adequate internal control procedure commensurate
 with size of company and nature of its business for the purchase of
 inventories, fixed assets and for the sale of goods/services. As
 observed by us. there is no Continuing failure to correct major
 weakness in the internal control.
 
 v.  (a) As informed and explained to us, transactions that need to be
 entered into a register in pursuance of section 301 of the Companies
 Act, have been entered.
 
 (b) In our opinion and according to the inf6rmation and explanations
 given to us, transactions of purchase of goods and materials made in
 pursuance of contracts or arrangements entered in the register
 maintained under section 301 of the companies Act, 1956, aggregating
 during the year to Rs.5 Lacks or more in respect of each party are made
 at the prevailing market price.
 
 vi.  As informed and explained to us, the company has not taken any
 deposit covered u/s - 58-A of the Companies Act, 1956.
 
 vii.  As informed and explained to us the Company has an internal audit
 system commensurate with its size and nature of business.
 
 viii.  As informed and Explained to us, (he Central Government has not
 prescribed maintenance of coat records u/s 209 (i) (d) of the Companies
 Act, 1956.
 
 ix. (a) According to information and as per explanation given to us
 there is no undisputed amount outstanding as on 31.3.11 in respect of
 income-tax, sales tax, excise duty, customs duty. Provident Fund, ESIC.
 Investor Education and Protection Fund, Sales Tax, Service Tax, Cess
 and any other statutory dues which wee due for more than six months
 from the date they become payable.
 
 b) As informed and explained to us. there is no disputed amount in
 respect of Sales Tax. Income Tax .  Custom Duty, Wealth Tax, Excise
 Duty, Service Tax or Cess except Income Tax liability of Rs.
 1,71,85,222/- for the Assessment Year 1996-97, against which an appeal
 is pending before CIT (Appeals)-I, Indore.
 
 x. The Accumulated losses of the company are not less than fifty
 percent of the net worth of the company.  In this financial year the
 company has incurred cash losses of Rs. 300493/-and in the preceding
 financial year the company has incurred cash losses of Rs. 888678/-.
 
 xi. In our opinion and according to the information and explanations
 given to us. the company has not defaulted in repayment of dues to
 Financial institutions, Banks or debentures holders.
 
 xii. As informed and explained to us the Company has not granted loans
 and advances on the basis of securities by way of pledge of shares,
 debentures and other similar securities during the year under audit.
 
 xiii. As informed and explained to us the Provision of any Special
 Statute applicable to chit fund nidhi.  mutual benefit/ society are not
 applicable to company.
 
 xiv. As informed and explained to us the Company has maintained proper
 records of transactions and contracts in respect of trading in shares,
 debentures and other securities and that timely entries have been made
 therein. All shares / debentures and other securities have been held by
 the company in its own name and / or pending for transfer as they are
 market deliveries except to the extent of exemption if any, granted
 under Section 49 of the Companies Act, 1956. There are some shares
 which could not be transferred in the name of the company due to some
 reasons beyond the control of the company and as informed to us the
 company is in the process of getting it transferred from the respective
 persons.
 
 xv. As informed and explained to us the company has not given any type
 of guarantee for loans taken by others from Bank or any financial
 institution.
 
 xvi.  The company has not taken any term loan during year.
 
 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 for short term basis have been utilized for Long
 Term Investments.
 
 xviii. The Company has not made any preferential allotment of shares
 during the year.
 
 xix.  No debenture have been issued by the company during this year.
 
 xx.  The Company has not raised any money by way of Public Issue during
 the year.
 
 xxi. As informed and explained to us no frauds on or by company has
 been noticed or reported during the year.
 
                                           FOR AIREN SALUJA & HABLANI,
 
                                                CHARTERED ACCOUNTANTS.
 
 Place: Indore                                 CA. SANJAY KUMAR AIREN
 
 Date: 9th August 2011                                        PARTNER