2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 amount 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 opinion.

3. 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'of India (the 'Act') and on the basis of such checks of the book and records of the company as were produced before us and according to the information and explanation given to us, we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

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, the Company has kept proper books of account as required by Law so far, as appears from our examination of such 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. The Balance Sheet and Profit & Loss Account and Cash Flow Statement comply with in our opinion, the Accounting Standards referred to in sub-section (3 C) of section 211 of the Companies Act 1956.

e. On the basis of the written representations received from the directors of the Company as at 31.3.2012 and taken on records by the Board of Directors, we report that directors are not disqualified from being appointed as a Director of the Company in terms of clause 274(1) (g) of the Companies Act, 1956.

f. Attention is invited to the following matters:

i. Note no. 4 relating to non provision of diminution in the value of Investment as per AS: 13 relating to 'Accounting for Investments'. Had the same been provided the loss would have increased by Rs. 1,01,75,378.35

ii. Note no. 8 regarding rejection of application by RBI for registration under Reserve Bank of India Act, 1934.

iii. Note no. 9 regarding payment of Listing Fee of the Stock Exchanges, the Company has not paid the Listing Fee but provision has been made for the same in respect of Calcutta Stock Exchange. Trading of the shares of the company is suspended at Bombay Stock Exchange, Mumbai and Calcutta Stock Exchange, Kolkata.

iv. Note no. 10 regarding provision for Bad Debts of Rs. 43, 20,727.83 has been written back during year. Same had been created against Loans and advances in earlier year.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

1. In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch, 2012 and

2. In the case of the Profit & Loss Account of the loss for the year ended on 31stMarch 2012.

3. In the case of the Cash Flow Statement for the year ended on 31stMarch 2012.

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNT OF MS SECURITIES LIMITED FOR THE YEAR ENDED ON 31STMARCH 2012.

i) a.) The company has maintained proper records showing full particulars including the quantitative details and situation of fixed assets. b.) As explained to us all the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. c.) The Company has not disposed off any Fixed Asset during the financial year 2011-12

ii) a.) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b.) The procedure of physical verification of inventory as followed by the management is, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business. c.) The company has maintained proper records of inventory and as explained to us no any material discrepancies were noticed during the year.

iii) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

i. The company has been granted any Interest / Interest free unsecured loan to MS Online Broking Services Ltd.,

Saraf Ergonomics Fin. Serv. Pvt. Ltd., and Third Eye Communications Pvt. Ltd., required to be listed in the register maintained u/s 301 of the company Act, 1956. The balance outstanding of such Parties as on 31st March, 2012 is Rs. 13,25,000.00, 35,00,000.00 and 59,56,830.00 respectively. In Our Opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of The Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

ii. The Company has not taken any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and hence this Clause of the Order is not applicable

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of assets and for the sale of same.

v) Based upon the audit procedures and according to the information and explanations given to us, we are of the opinion that the transaction need to be entered into the register maintained under section 301 of the company Act.1956 have been so entered.

vi) Not applicable as the company has not accepted any deposits from the public.

vii) So far as it appeared from our examination, we observed that the Internal Audit System of the company is commensurate with its size and nature of its business.

viii) We are informed that the maintenance of cost record has been prescribed by the central Govt. under section 209 (i)

(d) of the companies Act, 1956.

ix) a.) The company is regular in depositing the undisputed statutory dues to the appropriate authorities. As per information and explanation given to us, there are no undisputed amount payable in respect of Income tax, Sale tax, Customs duty, and excise duty outstanding as at 31s March, 2012 for the period of more than six months from the date it become payable. b.) As explained to us, no any dispute is pending in which any amount on account of disputed is payable.

x) We have observed that, had the company in accordance with AS:13 issued by The Institute Of Chartered Accountants of India, provided for the diminution in the value of Investments amounting to Rs. 1,01,75,378.35, the accumulated losses of the company would have become Rs. 2,51,17,597.16 which would then exceed 50% of its net worth as on 31st March,2012.

xi) Not Applicable, as no such loans have been taken by the company.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of Share, Debenture and other securities.

xiii) Not applicable to the company as it does not carry on the activities of chit fund/nidhi/mutual benefit fund/ societies;

xiv) The company is trading in Share, Securities, Debentures and other investment and proper records have been maintained of the transaction and contracts. All the shares have been held by the Company in its own name including the shares held as stock in trade for subsequent delivery.

xv) The company has not given any guarantee for loan taken by other from banks of financial institutions.

xvi) Not applicable because no any term loans were taken.

xvii) No fund raised on short-term basis, has been used for long-term investment and vice versa.

xviii) No allotments of Shares have been made by company during the period under reporting.

xix) No debentures have been issued by the company during the financial year 2011-12.

xx) Not applicable as the company has not made any public issue during the year.

xxi) As per the information and explanations given to us no any fraud has been noticed or reported on by the company during the year under reporting.

                                           For S.K. Nayak & Co. ,

                                           Chartered Accountants

Place: Patna                                  Suman Kumar Nayak 

                                                   (Partner) 

                                                 M.No. 073290