2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about wheather the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidance 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. As required by the Statement on Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in Paragraph 4 & 5 of the said Order, to the extent applicable to the Company.

4. Futher to our comments in the annexure referred 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 accounts as required by law have been kept by the Company so far as it 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 accounts.

(d) In our opinion, the Balance Sheet, 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 confirmations received from other Public Companies in which Directors are Director/written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 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 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 31st March, 2010:

(ii) in the case of Profit & Loss Account, of the Loss for the year ended on that date: and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS OF AASHEESH SECURITIES LIMITED

1. The Company donot own any Fixed Assets. Therefore, the requirement of maintenance of records showing full particulars including quantitative details and situation and physical verification of Fixed Assets donot apply.

2. None of the Fixed Assets have been revalued during the year.

3. The Stock of shares and debentures have been physically verified by the management at reasonable intervals during the year under audit. No major discrepencies were noticed on physical verification of shares and securities as compared to the book records. In our opinion and according to the information and explanation given to us, the procedure of physical verification of shares and securities followed by the management is reasonable, proper and adequate in relation to the nature of its business and accounting principles.

4. The company has not taken any secured or unsecured loans from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, nor from the companies under the same management as defined under Sub-section (IB) of section 370 of the Companies Act, 1956.

5. The company has not granted any secured or unsecured loans to companies, firms or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 and/or to Companies under the same management as defined under Sub-Section (IB) of Section 370 of the Companies Act, 1956.

6. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures, commensurate with the size of the Company and nature of its business with regard to purchase of shares, office equipments and other assets and with regard to the sale of shares and securities.

7. In our opinion and according to the information and explanations given to us, transactions of shares made in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs.50,000/- or more in respect of each party has been made at rates which are reasonable having regard to prevailing market rates for such shares and securities.

8. The Company has not accepted any deposit from the public and consequently the provisions of Section 58 A of the Companies Act, 1956 are not applicable.

9. In our opinion, Companys internal audit system is commensurate with its size and the nature of its business.

10. The Company has accumulated losses of Rs.388.01 lacs at the end of the end of the financial year and it has incurred cash losses in the current and immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to bank.

12. According to the records of the Company, Providend Fund and Employees State Insurance are not applicable to the Company.

13. According to the information and explanations given to us, no undisputed amounts are payable in respect of Income-Tax and Sales Tax or other Govt, dues which have remained outstanding as at 31st March, 2010 for period of more than six months from the date they became payable. Disputed income-tax amounting to Rs. 1,62,93,185/- has not been deposited since the matter has been remanded back by the Income-tax Appellate Tribunal to the Commissioner of Income-tax (Appeals).

14. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

15. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other similar securities.

16. The provisions of any special statutes applicable to Chit Funds, Nidhi or Mutual Benefit Society do not apply to the Company.

17. The company is not a sick Industrial Company within the meaning of Section 3(1)(0) of the Sick Industrial Companies (Special Provisions) Act, 1985.

18. The Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein.

19. To the 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 ATUL KUMAR GUPTA & CO. 

                                              CHARTERED ACCOUNTANTS

Place : JAGADHRI                                     sd/-

Dated : 31st May,2010                           (A.K.Gupta)

                                                   Partner 

                                              Membership No. 89479