1.  We have audited the attached Balance Sheet of SKP SECURITIES
 LIMITED, as at 31st March, 2012 and also 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. 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, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 (the ''Act''), we give in the Annexure a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  a) In our opinion, proper books of accounts and records as
 specified in Rule 15 of Securities Contract (Regulation) Rules, 1957
 have been kept so far as appears from our examination of such books.
 
 b) The Company has complied with the requirements of the Stock Exchange
 so far as they relate to maintenance of accounts and was regular in
 submitting the required accounting information to the Stock Exchange.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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 accounts as required by law have
 been kept by the Company, so far as it appears from our examination of
 those books;
 
 (iii) The Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of accounts;
 
 (iv) In our opinion, the Balance Sheet, the Statement of Profit and
 Loss and the 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, 2012 and taken on record by the Board of
 Directors, we 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 Act;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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, 2012;
 
 b) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 i) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b) The fixed assets have been physically verified by the management
 during the year. To the best of our knowledge, no material discrepancy
 was noticed on such verification.
 
 c) During the year, the Company has not disposed off substantial part
 of fixed assets.
 
 ii) The Company does not have inventory.  Therefore, the provisions of
 Para ii(a), (b) and (c) of paragraph 4 of the said order are not
 applicable to the company.
 
 (iii) As informed the Company has not taken / granted any loans,
 secured or unsecured from / to companies, firms or other parties
 covered in the register maintained under Section 301 of the Act.
 Therefore, the provisions of para
 
 (iii) of paragraph 4 of the said order are not applicable to the
 company.
 
 iv) On the basis of information and explanations given to us, we are of
 the opinion that the Company has an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business for the purchase of fixed assets and for sale of 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 any instances of major weakness in the
 aforesaid internal control systems.
 
 v) a) Based on the audit procedure applied by us and according to
 information and explanations given to us, the particulars of contracts
 or arrangements, referred to in Section 301 of the Act have been so
 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 such contracts or
 arrangements have been made at prices which are reasonable having
 regard to prevailing market prices at the relevant time.
 
 vi) The Company has not accepted any deposit within the meaning of
 Section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 viii) The provision regarding maintenance of cost records is not
 applicable to the Company.
 
 ix) a) According to the records, the Company is regular in depositing
 undisputed statutory dues including Provident Fund, Employees’ State
 Insurance, Income Tax, Service Tax, Investor Education and Protection
 Fund & other statutory dues with appropriate authorities and no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31 March, 2012 for a period of more than six months
 from the date they became payable. As explained to us, the provisions
 of Wealth Tax, Sales-Tax, Custom Duty, Excise Duty and Cess are not
 applicable to the Company.
 
 b) The disputed statutory dues aggregating to ? 56,90,264/- that have
 not been deposited on account of matters pending before appropriate
 authorities are as under:
 
 Sl. 
 No.  Name of the   Nature of 
                    dues         Period to 
                                 which        Amount     Authorities
      statute                    pertain       (Rs)     (Where the 
                                                         dispute is 
                                                         pending)
 
 1.   Finance 
      Act, 1994     Service Tax  2000-2001 
                                 to         50,56,827    Commissioner,
                                                         Service tax
                                 2005-2006               Commissionerate
 
                                 2006-2007 
                                 to          6,33,437    Joint
                                                         Commissioner
                                 2008-2009               Service tax
 
      Total                                 56,90,264
 
 x) The Company has no accumulated losses and has not incurred any cash
 losses during the financial year covered by our audit or in the
 immediately preceding financial year.
 
 xi) The Company has not defaulted in payment of dues to any of the
 banks.  The Company has not taken any loan from financial institution
 and has not issued any debenture.
 
 xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures or other securities.
 
 xiii) The provisions of any Special Statute applicable to the chit
 fund, nidhi or mutual benefit society are not applicable to the
 Company.
 
 xiv) The Company has maintained proper records of the transactions and
 contracts regarding dealings in shares, securities, debentures and
 other investments and timely entries have been made thereon.  The
 shares, securities, debentures and other investments have been held by
 the Company in its own name.
 
 xv) According to the records of the Company and 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) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 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 long-term
 investment.
 
 xviii) 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.
 
 xix) The Company has not issued any secured debentures.
 
 xx) The Company has not raised any money by public issue during the
 period covered by our audit report.
 
 xxi) 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 G.P. AGRAWAL & CO.
 
 Chartered Accountants 
 
 Firm Registration No. 302082E
 
 CA SUNITA KEDIA
 
 Partner
 
 (Membership No. 60162)
 
 Kolkata
 
 Dated: May 25, 2012