FORM

[SEE RULE 3]

CIN: U65999WB2009PTC136062 Autho. Cap. : Rs. 10 Crore

COMPLIANCE CERTIFICATE

To
The Members,
MANGLAM VANIJYA PRIVATE LIMITED,

We have examined the registers, records, books and papers of Manglam Vanijya Private Limited, (the Company) as
required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions
contained in the Memorandum and Articles of Association of the Company for the financial period ended on 31st March,
2011. In our opinion and to the best of our information and according to the examinations carried out by us and explanations
furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial period:

1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions
and the rules made thereunder and all entries therein have been duly recorded.

2. The company has duly filed the forms and returns as stated on Annexure ‘B’ to this certificate, with the Registrar of
Companies or other authorities within the time prescribed under the Act and the rules made thereunder.

3. The company is a private limited company and has the minimum prescribed paid–up capital and its maximum
number of members during the said financial period was 9 (Nine) - Equity Shareholders and 1 (One) — Preference
Shareholders excluding its present and past employees and the company during the year under scrutiny:

(i) has not invited public to subscribe for its shares or debentures; and

(ii) has not invited or accepted any deposits from persons other than its members, directors or their relatives.

4. The Board of Directors duly met 23 times on 30th April, 2010, 23rd July, 2010, 1st September, 2010, 11th October,
2010, 12th October, 2010, 18th October, 2010, 19th October, 2010, 21st October, 2010, 7th November, 2010, 10th
November, 2010, 24th December, 2010, 23rd January, 2011, 24th January, 2011, 27th January, 2011, 31st January,
2011, 15th February, 2011, 23rd February, 2011, 28th February, 2011, 5th March, 2011, 8th March, 2011, 9th March,
2011, 18th March, 2011 and 21st March, 2011 in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed.

5. The company was not required to close its Register of Members during the financial period.

6. The Annual General Meeting for the financial year ended on 31st March, 2010 was held on 30th September, 2010
after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in
Minutes Book maintained for the purpose.

7. Two extra-ordinary general meetings were held on 25th November, 2010 and 9th March, 2011 after giving due notice
to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book
maintained for the purpose.

8. The company has not advanced any loans to its directors and / or persons or firms or companies referred in the
section 295 of the Act.

9. The company has not entered into any contracts falling within the purview of section 297 of the Act.

10. The company has made necessary entries in the Register maintained under section 301 of the Act.

11. As there were no instances falling within the purview of section 314 of the Act, the Company has not obtained any
approvals from the Board of Directors, Members or Central Government, as the case may be.
12. The company has not issued any duplicate share certificates during the financial period.

13. The Company has:

(i) not made any transmission of securities during the financial period.

a) However the Company has allotted 1,90,000 Equity Shares on 28th February, 2011 and 3,75,000 Equity
Shares on 21st March, 2011 and 21,00,000 Preference Shares on 9th March, 2011 for which the necessary
return on Allotments has been filed with Registrar of Companies, West Bengal.

(ii) not deposited any amount in a separate bank account as no dividend was declared during the financial
period.

(iii) not posted warrants to any member of the company, as no dividend was declared during the financial
period.

(iv) no unpaid dividend, application money due for refund, matured deposits, matured debentures and the
interest accrued thereon which have remained unclaimed or unpaid and as are required to be transferred to
Investor Education and Protection Fund.

(v) duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is duly constituted. However there was a change among Directors during the
financial year as mentioned below for which the necessary Forms has been filed with Registrar of Companies, West
Bengal.

a) Resignation of Mr. Pradip Ashopa as a director w.e .f 31st July, 2010

b) Appointment of Mrs. Priti Jain as a director w.e.f 7th November, 2010
c) Appointment of Mr. Naresh Jain and Mr. M. K. Goel as directors w.e.f 23rd Jaunary, 2011
d) Resignation of Mr. Purushottam Lal Budia and Mr. Vivek Goenka w.e.f 31st January, 2011
e) Appointment of Mr. Shyam Maheshwari as a Director w.e.f 5th March, 2011.

15. The company being a private limited company provisions, of the Act, regard to appointment of managing directors,
whole time directors, manager are not applicable.

16. The company has not appointed any sole-selling agents during the financial period.

17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional
Director, Registrar or such other applicable authorities as may be prescribed in the Act during the period under
review. However during the year the Company has obtained the Certificate from RBI 28th April, 2010.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made thereunder.

19. The company has issued necessary Share Certificates to Equity and Preference Shareholders during the financial
year as stated at paragraph No. 13. and complied with the provisions of the Act.

20. The company has not bought back any shares during the financial period.

21. There was no redemption of preference shares or debentures during the financial period.

22. There were no transaction necessitating the company to keep in abeyance the rights to dividend, rights shares and
bonus shares pending registration of transfer of shares.

23. The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956 during the
financial period.
24. The company, being a private company, the borrowing made during the year do not attract provisions of Section
293(1)(d) of the Act.

25. The company has made loans, investments and given guarantees to other bodies corporate and consequently
entries have been made in the register kept for the purpose during the period.

26. The company has not altered the provisions of the memorandum with respect to situation of the company's
registered office from one state to another during the period under scrutiny. However during the year the Company
has shifted its register office within the state and complied with the provision of the Act.

27. The company has not altered the provisions of the memorandum with respect to the objects of the company during
the period under scrutiny.

28. The company has not altered the provisions of the memorandum with respect to name of the company during the
period under scrutiny.

29. The company has altered the provisions of the memorandum with respect to share capital of the company during
the period under scrutiny and complied with the provisions of the Act.(Reclassification and Increase in Authorized
Share Capital)

30. The company has altered its articles of association of the company with respect to Authorized Share Capital during
financial period and complied with the provisions of the Act. (Reclassification and Increase in Authorized Share
Capital)

31. There was no prosecution initiated against or show cause notices received by the company during the financial
period for offences under the Act.

32. The company has not received any money as security from its employees during the financial period under
certification as per provisions of section 417(1) of the Act.

33. The company was not required to deposit both employee’s and employer’s contribution to Provident Fund with
prescribed authorities pursuant to section 418 of the Act.

For P. P. SHAH & CO.

(PRADIP C. SHAH)
Place: Mumbai Practising Company Secretary
Date: 27th April, 2011 Partner
M.No. 1483 CP No. 436

Annexure A

Registers as maintained by the Company

1. Register of Members u/s. 150.

2. Register of Directors, Managing Director, Manager and Secretaries u/s.303.
3. Register of Director’s Shareholding u/s. 307.
4. Minutes of the Annual General Meeting/Extra Ordinary General Meeting and Board Meeting under section 193 with
Attendance Register.
5. Register of Contracts with the Companies and firms in which directors are directly or indirectly interested u/s. 301.
6. Register of Investment, Loans and Guarantees.
7. Register of Transfer.
 Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central
Government or other authorities during the financial period ending on 31st March, 2011.

1. Form 23AC for Balance Sheet and Form 23ACA for Profit and Loss Account for the year ended 31st March, 2010
was filed with the Registrar of Companies, West Bengal u/sec 220 of the Companies Act, 1956 on 14Th June, 2010.

2. Form. 20B for Annual Return as on 30th September, 2010 for the year ended 31st March, 2010 was filed was filed
with the Registrar of Companies, West Bengal u/sec 159 of the Companies Act, 1956 on 24th January, 2011.

3. Form 66 for Compliance Certificate for the financial year ended 31st March, 2010 was filed with the Registrar of
Companies, West Bengal on 14th June, 2010.

4. Form 32 with respect to Resignation of Mr. Pradip Ashopa as Director was filed as per Section 303(2) of the Act
with the Registrar of Companies, West Bengal on 31st July, 2010.

5. Form 32 with respect to appointment of Mrs. Priti Jain as Director was filed as per Section 303(2) of the Act with the
Registrar of Companies, West Bengal on 25th November, 2010.

6. Form 32 with respect to appointment of Mr. Naresh Jain and Mr. M. K. Goel as Director was filed as per Section
303(2) of the Act with the Registrar of Companies, West Bengal on 24th January 2011.

7. Form 32 with respect to Resignation of Mr. Purushottam Lal Budia and Mr. Vivek Goenka as Director was filed as
per Section 303(2) of the Act with the Registrar of Companies, West Bengal on 1st February, 2011.

8. Form 32 with respect to appointment of Mr. Shyam Maheshwari as Director was filed as per Section 303(2) of the
Act with the Registrar of Companies, West Bengal on 17th March, 2011.

9. Form 2 being the return of allotment with respect to allotment of 1,90,000 equity shares of Rs. 10/- each at a
premium of Rs. 90/- per equity share was filed pursuant to Section 72 of the Act with the Registrar of Companies,
West Bengal on 1st March, 2011.

10. Form 2 being the return of allotment with respect to allotment of 3,75,000 equity shares of Rs. 10/- each at a
premium of Rs. 90/- per equity share and 21,00,000 Preference Shares of Rs. 10/- each was filed pursuant to
Section 72 of the Act with the Registrar of Companies, West Bengal on 22nd March, 2011.

11. Form 5 regarding Notice for Reclassification in Authorized Capital to Rs. 10 Crore was filed with the Registrar of
Companies, West Bengal under Section 94 of the Companies Act, 1956 on 18th March, 2011.

12. Form 5 regarding Notice for Increase in Authorized Capital was filed with the Registrar of Companies, West Bengal
under Section 94 of the Companies Act, 1956 on 20th November, 2010.

13. Form 23 for Registration of Resolutions pursuant to section 192 of the Companies Act, 1956, was filed with the
Registrar of Companies, West Bengal, on 18th March, 2011.
14. Form 18 in respect of Shifting of Registered office within local limits of jurisdiction, was filed with the Registrar of
Companies, West Bengal on 25th November, 2010.

15. Form 18 in respect of Shifting of Registered office within local limits of jurisdiction, was filed with the Registrar of
Companies, West Bengal on 24th January, 2011.

For P. P. SHAH & CO.

(PRADIP C. SHAH)
Place: Mumbai Practising Company Secretary
Date: 27th April, 2011 Partner
M.No. 1483 CP No. 436