CERTIFICATE

[Under Rule 10 (1) of the Private Limited Company and Unlisted

Public Limited Company (Buy Back of Securities) Rules, 1999]

We hereby certify and state that shares bearing Distinctive Number

1883604 to 1933706 and 1883122 to 1883603 representing for an
aggregate of 50,585 (Fifty Thousand Five Hundred Eighty Five only) Equity
Shares of Rs 10/- each of Prabhudas Lilladher Advisory Services Private
Limited have been bought back by the Company in response to the Letter
of Offer Dated 04th August, 2010 addressed to all the Shareholders of the
Company, were physically destroyed on this, the 24th August,
2010 at the Registered office of the Company at 3rd Floor, Sadhana
House, 570 P.B. Marg Worli, Behind Mahindra Tower, Mumbai, 400018 in
the presence of Mr. Mohammed Aabid, Practising Company Secretary, Mr.
Arun Prabhudas Sheth, Chairman & Managing Director And Mr. Dhiren
Sheth Jt. Managing Director who in token of their having
witnessed the destruction process have affixed their signature thereto.

Arun Prabhudas Sheth

(Chairman & Managing Director)

Dhiren Sheth
(Jt. Managing Director)

FOR AABID & CO

MOHAMMED AABID
ACS No: 17394
C.P. No: 6625

Date: 25th August, 2010

Place: Mumbai
 CERTIFICATE

[Under Rule 10 (1) of the Private Limited Company and Unlisted

Public Limited Company (Buy Back of Securities) Rules, 1999]

We hereby certify and state that Prabhudas Lilladher Advisory

Services Private Limited, a Company registered in the State of
Maharashtra under the Companies Act, 1956 and having its Registered
Office at 3rd Floor, Sadhana House, 570 P.B. Marg Worli, Behind Mahindra
Tower, Mumbai, 400018, has complied with the provisions of Sections 77A
of the Companies Act, 1956 and other rules and the provisions of “The
Private Limited Company and Unlisted Public Limited Company (Buy Back
of Securities) Rules, 1999”, issued by the Securities and Exchange Board
of India (SEBI), with regards to buy back of 50,585 Equity Shares of
Rs.10/- each at Rs.10 per equity share.

The Company has physically destroyed and extinguished Certificate No.

17, bearing Folio No. 14 and Distinctive Nos. 260001-277500 (both
inclusive), on the 26th day of July, 2010 in our presence, as
per Rule 10 (1) of “The Private Limited Company and Unlisted Public
Limited Company (Buy Back of Securities) Rules, 1999” issued by SEBI.

FOR AABID & CO, COMPANY SECRETARIES

MOHAMMED AABID
ACS No: 17394
C.P. No: 6625