1.  We have audited the attached Balance Sheet of WALL STREET FINANCE
 LIMITED (The Company), as at March 31, 2012, the related Statement of
 Profit and Loss and Cash Flow Statement of the Company 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  Without qualifying the opinion, we draw attention to Note 16.1 to
 the Financial Statements which states that the suit fled by the Company
 against the insurance company for the recovery of old insurance claim
 relating to loss of currency amount of Rs. 211.80 Lacs in the year
 2003-04 was dismissed by the High Court. The Company has fled an appeal
 before the High Court to set aside such Court Order and the outcome of
 such appeal is dependent on the decision of the Court.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 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.
 
 5.  Further to our comments in the Annexure referred to in paragraph 4
 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 appears from our examination of
 those books;
 
 (c) 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 account;
 
 (d) 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 Companies Act, 1956;
 
 (e) On the basis of written representations received from the directors
 as on March 31, 2012 and taken on record by the Board of Directors,
 none of the directors is disqualified as on March 31, 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 financial statements read with
 the significant accounting policies and other 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;
 
 (ii) in the case of the Statement of Profit and Loss, of the Loss of the
 Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash fows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 [Referred to in paragraph 4 of the Auditors'' Report of even date to the
 members of WALL STREET FINANCE LIMITED on the financial statements for
 the year ended March 31, 2012]
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the Company have been physically verified by the
 management with the assistance of independent firm of chartered
 accountants during the year, frequency of which is reasonable and no
 material discrepancies between the book records and the physical
 inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year and do not affect the going concern.
 
 2.  (a) As explained to us, the inventory of foreign currency
 (excluding goods in transit), encashed traveller cheque and encashed
 money card has been physically verified by the management during the
 year. In our opinion and according to information and explanation
 provided to us, the frequency of verification is reasonable.
 
 (b) The procedure of physical verification of inventory followed by the
 management appears reasonable and adequate as required in normal
 situation. Considering frequent movement of inventory of high value &
 high volume, the detailed procedure & frequency of physical verification
 needs to be strengthened to make it commensurate with the size and
 nature of its business. However, the Company has since discontinued
 such activities during the later part of the year under consideration.
 
 (c) On the basis of our examination of the inventory records and
 explanations provided to us, in our opinion, the Company is maintaining
 proper records of inventory. No discrepancies were noticed on physical
 verification of inventory of foreign currency, encashed traveller cheque
 and encashed money card as compared to book records except in a branch
 of southern region where some fraudulent transactions were noticed.
 
 3.  (a) In our opinion and according to the information and
 explanations given to us, the Company has not granted any loans to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly paragraphs
 4(iii)(b) to (d) of the Order are not applicable to the Company.
 
 (b) In our opinion and according to the information and explanations
 given to us, the Company has not taken loan from parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly paragraphs 4(iii) (f) and (g) of the Order are not
 applicable to the Company.
 
 4.  The internal control with regard to purchase and sale of foreign
 currency and fixed assets appear reasonable and adequate as normally
 required. Considering frequent movement of high value and high volume
 of purchase & sale transactions, there is a scope for further
 strengthening the internal controls to make it commensurate with the
 size and nature of its business. The Company has since discontinued
 such activities during the later part of the year under consideration.
 Further, we have neither come across nor have been informed of any
 continuing failure to correct major weakness in the aforesaid internal
 control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Companies Act, 1956 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 such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 6.  The Company is Non Deposit Accepting Category of NBFC and does not
 accept any fresh deposit. In respect of deposit accepted earlier from
 public, in our opinion and according to the information and
 explanations given to us, the Company has complied with the directions
 issued by the Reserve Bank of India under the Non-Banking Financial
 Companies Acceptance of Public Deposits (Reserve Bank) Directions,
 1998. To the best of our knowledge and according to the information and
 explanations given to us, the Company has not received any order from
 the Company Law Board or National Company Law Tribunal or Reserve Bank
 of India or any Court or any other Tribunal on the Company in respect
 of the aforesaid deposits.
 
 7.  The Company has a system of Concurrent Audit, as required by
 Reserve Bank of India, and Internal Audit conducted by Independent
 Firms of Chartered Accounts. In our opinion, the Company has an
 internal audit system commensurate with its size and nature of its
 business.
 
 8.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service
 Tax, Cess and other material statutory dues as applicable with the
 appropriate authorities.
 
 (b) There were no undisputed amount payable in respect of Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Cess and
 other material statutory dues in arrears as at March 31, 2012 for a
 period more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 Income-Tax and Service Tax, as at March 31, 2012 which have not been
 deposited on account of a dispute, are as follows –
 
 Name of the    Nature of 
                dues         Amount      Periods to
                                         which the      Forum where the
 statute                    (Rs. lacs)   amount 
                                         relates (F.Y.) dispute is
                                                        pending
 
 Income Tax     Penalty 
                under           8.00     1995-96        CIT (Appeal)
                Section 
                271(1)(C)
 
 Service Tax    Service 
                tax payable 1,573.00     FY 05-06 to    Central Excise
                on WU 
                Commission               FY 09-10       and Service Tax
                income for
                money                                   Appellate 
                                                        Tribunal
                transfer 
                services
 
 10.  The Company does not have accumulated losses as at March 31, 2012.
 However, it has incurred cash losses in the financial year ended on that
 date.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  Based on our examination of the records and according to
 information and explanations given 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.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments. In our opinion and
 according to information and explanations given to us, the company is
 not dealing in or trading in shares, securities, debentures and other
 investments. Accordingly, the provision of clause 4(xiv) of the
 Companies (Auditor''s Report) Order, 2003 is not applicable to the
 Company. The Company is holding government-approved securities and
 certain shares as Investments for which proper records have been kept.
 
 15.  In our opinion and 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. Therefore,
 the provision of clause 4 (xv) of the Companies (Auditor''s Report)
 Order, 2003 is not applicable to the Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the Company has not raised any new term loans during the
 year. The term loan outstanding at the beginning of the year, have been
 applied for the purposes for which they were raised.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 18.  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.
 
 19.  According to the information and explanations given to us, the
 company has not issued any debentures during the year, hence the
 question of creation of security or charge in respect of debentures
 issued does not arise.
 
 20.  As informed to us, during the period covered by our audit report,
 the Company has not raised any money by public issues.
 
 21.  According to the information and explanations given to us, the
 Company has noticed and reported a fraud at a branch in southern region
 involving an aggregate amount of Rs. 521.61 lacs (excluding Rs. 280.34
 lacs disputed claims by other FFMCs) relating to misappropriation of
 funds by an employee. As stated in Note 22.1, necessary insurance claim
 has been made of such misappropriation and in the opinion of the
 Company; the claim is expected to be recovered. Other than this, based
 on the audit procedures performed and as per the information and
 explanation given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
                                               For ASA & Associates
 
                                              Chartered Accountants
 
                                          (Registration No. 009571N)
 
                                                      Anil A. Mehta
 
 Place: Mumbai                                              Partner
 
 Date : 28th May 2012                        Membership No. F-30529