1. We have audited the accompanying financial statements of M/S.
 VINTAGE SECURITIES LIMITED, which comprise the Balance Sheet as at 31st
 March 2012, the Statement of Profit and Loss account of the said
 company and the Cash flow statement for the year ended on that date,
 and a summary of significant accounting policies and other explanatory
 informations.
 
 2. Management is responsible for the preparation of these financial
 statements that give a true and fair view of the financial position,
 financial performance of the company in accordance with the Accounting
 Standards referred to in Sub section (3C) of Section 211 of the
 Companies Act, 1956. The responsibility includes the design,
 implementation and maintenance of internal control relevant to the
 preparation and presentation of the financial statements that give a
 true and fair view and are free from material misstatement, whether due
 to fraud or error.
 
 3. Our responsibility is to express an opinion on these financial
 statements based on our audit. We have conducted our audit in
 accordance with the standards on auditing issued by the Institute of
 Chartered Accountants of India. Those standards require that we comply
 with the ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free of
 material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amount and disclosures in the financial statements. The procedures
 selected depend on the Auditor''s judgment, including the assessment of
 the risk of material misstatement of the financial statements, whether
 due to fraud or error. In making those risk assessments, the auditor
 considers internal control relevant to the Company''s preparation and
 fair presentation of the financial statements in order to design audit
 procedures that are appropriate in the circumstances. An audit also
 includes evaluating the appropriateness of accounting policies used and
 the reasonableness of the accounting estimates made by the management,
 as well as evaluating the overall presentation of the financial
 statements.
 
 We believe that audit evidence we have obtained is sufficient and
 appropriate to provide a reasonable basis for our audit opinion.
 
 4. As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Ministry of Finance (Department of Company
 Affairs) in terms of sub-section (4A) of section 227 of the Companies
 Act, 1956, we annex hereto a statement on the matter specified in
 paragraphs 4 and 5 of the said Order on the basis of such checks as we
 considered appropriate and according to the information and
 explanations given to us.
 
 5. We further 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
 those books.
 
 c. The Balance Sheet, Statement of 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, Statement of Profit & Loss
 Account and Cash Flow Statement dealt with by this report comply with
 the accounting standards referred to in sub-section (3C) of section 211
 of the Companies Act, 1956.
 
 e. On the basis of the 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 are 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
 explanations given to us, the said accounts read together with and
 subject to the Notes thereon and schedules annexed thereto 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 Balance Sheet, of the state of affairs of the Company
 as at 31st March 2012,
 
 ii) In the case of the Statement of Profit and Loss Account, of the
 Loss of the Company for the year ended on that date, and
 
 iii) In case of Cash Flow Statement, of the cash flows for the year
 ended as on that date.
 
 6. As required under Non-Banking Financial Companies Auditors Report
 (Reserve Bank) Directions, 2008, and on the basis of such checks as we
 considered appropriate and according to the information and
 explanations given to us, we further state that we have submitted a
 Report to the Board of Directors of the Company containing a statement
 on the matters of supervisory concern to the Reserve bank of India as
 specified in the said Directions, namely the following:
 
 a) The company has received the Certificate of Registration from
 Reserve Bank of India for registration as Non Banking Financial
 Company as non deposit taking company on 20.02.1998. (Certificate
 No.05.00237).
 
 b) The Board of Directors of the company has passed a board resolution
 for the non-acceptance of any public deposits.
 
 c) The Company has not accepted any public deposits during the year
 under reference.
 
 d) The Company has complied with the Prudential Norms relating to
 Income Recognition, Accounting Standards, Asset Classification and
 Provisioning of Bad and Doubtful Debts as applicable to it.
 
 e) The company is not a ''Systemically important non deposit taking
 non-banking financial company''.
 
 ANNEXURE TO AUDITOR''S REPORT OF EVEN DATE OF M/S. VINTAGE SECURITIES
 LIMITED
 
 (i) IN RESPECT OF FIXED ASSETS:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of its fixed assets.
 
 (b) The fixed assets of the company have been physically verified by
 the management during the year, which in our opinion provides for
 physical verification of all the assets at reasonable intervals. No
 discrepancies were noticed on such verification of fixed assets.
 
 (c) The Company has not disposed off substantial part of its fixed
 assets.  
 
 (ii) IN RESPECT OF INVENTORIES:
 
 (a) As explained to us, stock of shares & securities were physically
 and/or from demat statement verified during the year by the Management.
 
 (b) In our opinion and according to the information and explanations
 given to us the procedures of verification of stock of shares &
 securities followed by the management were reasonable and adequate in
 relation to the size of the company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us the company has maintained proper records of its stock of
 shares & securities and no discrepancies were noted on such
 verification of stock of shares & securities.  
 
 (iii) IN RESPECT OF LOAN:
 
 (a) According to the information and explanations given to us, the
 company has granted unsecured loans to companies, firms or other
 parties covered in the register maintained under section 301 of the Act
 during the year.
 
 (b) The rate of interest and other terms and conditions of such loans
 (given on demand basis) are, in our opinion, prima facie not
 prejudicial to the interest of the company (no. of entity: 1, amount
 involved; Rs. 9.45 lacs & balance at year end: Rs. 1.70 Lacs)
 
 (c) According to the information and explanations given to us, the
 company has not taken any loans, secured or unsecured, from companies,
 firms or other parties covered in the register maintained under section
 301 of the Act during the year. Hence, the provisions of clause iii
 (b), (c), (d) of paragraph 4 are not applicable to the company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase and sale of shares & securities. Further on the basis of our
 examination of the books of account and records of the company and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct any major weaknesses in the internal control system.
 
 (v) In respect of transaction entered in the register maintained in
 pursuance of section 301 of the Companies Act, 1956.
 
 (a) To the best of our information and belief and according to
 information & explanations given to us, the transaction that needs to
 be entered into the register in pursuance of section 301 of the
 Companies Act, 1956 have been so entered.
 
 (b) According to information and explanations given to us, where the
 value of each such transaction is in excess of Rs. 5 lacs, the
 transactions have been made at prices which are prima facie reasonable
 having regard to the prevailing market price at the relevant time.
 
 (vi) IN RESPECT OF DEPOSITS:
 
 According to the information and explanations given to us, the Company
 has not accepted any deposits from the public under the provisions of
 section 58A and 58AA or any other relevant provisions of the Act and
 rules framed there under.
 
 (vii) IN RESPECT OF INTERNAL CONTROL SYSTEM:
 
 According to the information and explanations given to us, the company
 does have an internal audit system, which is commensurate with the size
 and nature of its business.
 
 (viii) According to the information and explanations given to us,
 maintenance of cost records has not been prescribed by the Central
 Govt. under clause (d) of sub section (1) of section 209 of the
 Companies act.
 
 (ix) As per information provided to us, the company is regular in
 depositing undisputed statutory dues in respect of Income Tax, Cess and
 any other Statutory Dues with the appropriate authorities. Provisions
 of the Employee''s Provident Fund and Miscellaneous Provisions Act and
 the Employee''s State Insurance Act are not applicable to the company.
 
 According to information & explanations given to us and records of the
 company examined by us, there are no arrears of statutory dues
 outstanding for more than six months as on 31.03.2012, which have not
 been deposited on account of any dispute.
 
 (x) The company has no accumulated losses as at March 31, 2012. The
 company has not incurred cash losses during the period covered by the
 report and in the financial year immediately preceding the period
 covered by the report.
 
 (xi) The company has not defaulted in repayment of dues taken from
 banks.
 
 (xii) According to the information and explanations given to us the
 company has not granted loans or advances on the basis of securities by
 way of pledge of shares, debentures or other securities.
 
 (xiii) According to information and explanations given to us, the
 provisions of any special statute applicable to chit fund, nidhi,
 mutual benefit fund/societies is not applicable to the company during
 the year.
 
 (xiv) We have broadly reviewed the books of accounts and records
 maintained by the company and state that prima-facie, proper records
 have been maintained of the transactions and contracts relating to
 trading in shares & other investments and timely entries have been made
 therein. The shares & securities including investment have been held by
 the company in its own name except to the extent exempted under section
 49 of the Companies Act, 1956.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions during the year.
 
 (xvi) The company has not taken any term loan during the year.
 
 (xvii)To the best of our knowledge and belief and according to the
 information and explanations given to us, we report that no funds
 raised on short term basis have been used for long term investment or
 vice versa.
 
 (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 Companies Act, 1956 during the year.
 
 (xix) The company has not raised any money by way of issue of
 debentures and thus it is not required to create any securities/charges
 thereof.
 
 (xx) The company has not raised money by public issues during the year;
 hence the question of disclosure and verification of end use of such
 money does not arise.
 
 (xxi) To best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the company
 was noticed or reported during the year.
 
 
                                           FOR S. SINGHI & ASSOCIATES 
                                                Chartered Accountants
 
                                                   (CA. Sunil Singhi)
                                                           Proprietor
                                                Membership No. 053088
                                                 Firm Reg. No.317039E
 
 47, Ezra Street, Kolkata
 Date : the 30th day of May, 2012