1.  We have audited the attached Balance Sheet of M/S VIKALP SECURITIES
 LIMITED and the Profit & Loss Account and the cash flow statement for
 the year ended 31st March 2012 and report as follows:-
 
 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 have conducted our audit in accordance with auditing standards
 generally accepted in India. Those standard require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit also
 includes examining, on the 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 issued
 by the Central Government of India in terms of subsection (4A) of Sec.
 227 of the Companies Act, 1956. We enclose in the Annexure a statement
 on the matters specified in paragraphs 4and5ofthesaidorder.
 
 4.  Further to our comments in the Annexure furred 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 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 the
 books.
 
 c.  The Balance Sheet & Profit & 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 & Loss Accounts and the
 Cash Flow Statement dealt with by this report comply with the
 requirement of the Accounting standards referred to in Section 3 (C) of
 Section 211 of the Companies Act, 1956.  Expect accounting standard AS
 9 relating to income recognition in respect of dividend income as per
 note No. 1.7 (C) of Annexure-1.
 
 e.  On the basis of the written representation received from the
 directors, and taken on record by the Board of Director, 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 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 give the information
 required by the Companies Act. 1956 in the manner so required subject to
 the debtors outstanding for more than six months amounting to Rs. 1.09
 laks and loan given to two parties amounting to Rs. 15.75 laks were
 outstanding since long and seems to be irrecoverable and if the
 provisions for aforesaid doubtful debts and loans have been made then
 loss of the company would have been Rs. 16.21 laks instead of profit of
 Rs. 0.63 laks.
 
 (i) In the case of Balance Sheet of the state of affairs of the Company
 as at 31st March, 2012.
 
 (ii) In the case of the Profit & Loss account of the Profit for the
 year ended on that date.
 
 (iii) In the case of Cash Flow Statement of the Cash Flow for the year
 ended on that date.
 
 Yours faithfully,
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.
 
 RE :VIKALPSECURITIES LIMITED
 
 1) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have been physically verified by the management
 during the year. As informed no material discrepancies were noticed on
 such verification.
 
 (c) There was no disposal of fixed assets during the year.
 
 2) (a) The management has conducted physical verification of inventory
 at reasonable intervals during the year of unquoted & non dematerialised
 securities.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and as
 informed no material discrepancy was noticed on physical verification.
 
 3) (a) According to the information and explanation given to us the
 company has granted unsecured loan to a company, whose maximum balance
 at any time during the year is Rs. 231285/- covered in the register
 maintained under section 301 of the Companies Act, 1956 and the balance
 outstanding at the end of the year amounts to Rs.  231285/-only.
 
 (i) No interest has been charged on the said advance & all terms &
 condition of unsecured loans granted by the company are prima facie not
 prejudicial to the interest of the company.
 
 (ii) In our opinion and according to the information and explanation
 provided to us, the company is not paying the principal according to
 the terms and conditions of the loan given.
 
 (iii) In our opinion and according to the information and explanation
 given to us the amount granted to company is overdue and the account
 are not regular in payment of the dues.
 
 (b) (i) According to the information and explanations given to us the
 company has taken unsecured loan from one other party covered in the
 register maintained under section 301 of the Companies Act, 1956 whose
 maximum balance at any time during the year is Rs. 9959000/- and the
 balance outstanding at the end of year in Rs. 9959000/-.
 
 (ii) No interest has been charged on the said loan taken by the company
 & other terms & condition of unsecured loans are prima facie not
 prejudicial to the interest of the company.
 
 (c) In our opinion and according to the information and explanation
 provided to us, the party is regular in payment of principal.
 
 4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 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. During the course of our audit, no major
 weakness has been noticed in the internal control system.
 
 5) (a) Based on the audit procedures applied by us and according to the
 information and explanation provided by the management, we are of the
 opinion that there is transactions that need to be entered into the
 register maintained under section 301, of the companies Act, 1956 and
 they are entered into the register.
 
 (b) In our opinion and according to the information and explanation
 given to us, there is transaction with parties with whom transactions
 exceeding value of Rupees Five Lakhs has been entered into during the
 financial year are at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 6) The company has not accepted any deposits from the public.
 
 7) In our opinion the Company has an internal audit system commensurate
 with the size and nature of its business.
 
 8) Since the company is doing share broking and investment business the
 requirement of para (VIII) of the clause 4 of order does not apply.
 
 9) (a) According to the records of the company, the company is regular
 in depositing undisputed statutory dues including Income Tax, Service
 Tax, Securities Transaction Tax and other statutory dues applicable to
 it with the appropriate authorities. According to the information and
 explanations given to us, no undisputed amounts payable in respect of
 Income Tax, Service Tax, STT& other applicable statutory dues were
 outstanding, at the yearend for a period of more than six
 months from the date they became payable.
 
 (b) According to the records of the Company, there are no dues
 outstanding of Income Tax, Service Tax and other applicable statutory
 dues on account of any dispute
 
 10) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial
 year.
 
 11) Based on our audit procedures and on the information and
 explanations given by the management, the Company does not
 have any borrowings from financial institutions, banks or by way of
 debentures.
 
 12) According to the information and explanations given to us and based
 on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 13) In our opinion and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special statute applicable to chit fund and
 nidhi/mutual benefit fund/societies.
 
 14) In respect of dealing/trading in shares, securities, debentures and
 other investments, in our opinion and according to the information and
 explanations given to us, proper records have been maintained of the
 transactions and contracts and timely entries have been made therein.
 The shares, securities, debentures, and other securities have been held 
 by the company, in its own name.
 
 15) 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.
 
 16) The Company do not have any term loans during the year.
 
 17) The Company do not have any short term borrowings during the year.
 
 18) The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained
 underSection301oftheCompaniesAct,1956duringtheyear.
 
 19) The Company has not issued any debenture during the year.
 
 20) The Company has not raised any money through a public issue during
 the year.
 
 21) In our opinion and according to the information and explanations
 given to us the company has not noticed or reported any fraud on or by
 the Company.
 
 
                                         FOR CHAUDHARY PANDIYA& CO.
 
                                             CHARTERED ACCOUNTANTS
  
                                                        FRN001903C
 
                                                  GANESH CHAUDHARY 
 
 PLACE:KANPUR                                              PARTNER
 
 DATE: 09.07.2012                                        M.N.70838