Management's Responsibility for the Financial Statements

Management is msponsib e for the preparation of these financial statements that give a true and fair view of the financial posit financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 8/2014 dated April 4 2014 iss by the Ministry of Corporate Affairs. This responsibility includcs the design, implementation and maintenance of internal control relev to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatem whether due to fiauo 0r error.

Auditor's Responsibility

Our,responsibility is to express an opinion on these financial statements based on our audit. We conduced our audit in accordance v the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with deal requirement' and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 1 procedures selected depend on the auditor's judgment, including the assessment of the risks 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 1 Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in 1 circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 1 accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe to the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give information required by the, Act in the manner so required and give a true and fair view in conformity with the accounting princiable generally accepted in India

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(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 the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of lndia terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 45 of the Order.

2. As required by section 227(3) of the Act, 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 purporse '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 examinatior those books,

(c) the balance sheet, statement of profit and loss, and cash flow statement dealt with by this Report are in agreement with the book; account;

(d) in our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the Accounting Standa referred to in subsection (3C) of section 211 of the Companies Act, 1956; ("the Act") read with the General Circular 8/2014 dat April 4 2014 issued by the Ministry of Corporate Affairs.

(e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of s section (1) of section 2/4 of the Companies Act, 1956.

Note:-ln this report, reference of the Companies Act, 1956 has been made, as the Ministry of Corporate Affairs vi Gazette Dated 12 9- 2013 and 26-3-2014 or notifications/clarifications, has not notified the new section(s) relation to the report under the Companies Act, 2013, to have come into force.

[ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF KAY SECURITIES LIMITED, FOR THE YEAR ENDED ON 31st MARCH, 2014.]

(1) (a) As informed to us, the company has not taken unsecured loan from the Companies, Firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As informed to us, the company has not given loans to the Companies, Firms and other parties listed in the register maintained under section 301 of the Companies Act. The rate of interest and the terms of repayment are not stipulated and other terms and conditions are not prima facie prejudicial to the interest of the company.

(2) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(3) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that transactions that need to be entered . into the register maintained under section 301 of the Companies Act 1956, have been so entered.

(b) There is no transaction with such parties with whom transactions exceeding value of Rs. Five lakhs have been entered into during the financial year.

4) The internal audit system is not applicable to the company.

(5) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax,'sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Customs Duty, Excise Duty and cess were in arrears as at 31st March, 2014 for a period of more than six months from the date they become payable.

(c) There are no outstanding dues of Sales Tax, income Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of dispute.

In our opinion and on the basis of accounts, read with notes to accounts, there are no accumulated losses of the Company at the end of financial year and the Company has not incurred cash loss in the current financial year and in immediately preceding financial year.

(7) Based on cur audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank.

(8) We are of the opinion, that the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(9) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(10) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments, proper record of transactions and contracts along with timely entries have been made therein. The securities and other investment have been held by the company in its own name.

(11) During the course of our examination of the books and records of the company, carried out in accordance with generally accepted practices in India, and according to the information and explanation; given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

(12) Having regards to the nature of company's business/activities/ results, other clauses of the CARO are not applicable to the company.

                                                For, MEHTA LODHA & CO.
                                                (FIRM REGD.NO: 106250W)
                                                CHARTERED ACCOUNTANTS

                                                PRAKASH D SHAH
                                                PARTNER
                                                M No.34363