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Auditor Report of Aryaman Financial Services Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Aryaman Financial Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The 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 financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we report that:

a. we have sought and 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 account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e. on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act

f. With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) As per the best estimates made by the management on the basis of opinion taken, the Company is of the view that the ongoing litigations as at the reporting date would not have a material impact on its financial position;

ii) Based upon the assessment made by the company, there are no material foreseeable losses on its long term contracts that may require any provisioning.

iii) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

Annexure to Auditors' report

Referred to in our report of even date on the accounts of Aryaman Financial Services Limited. for the year ended on 31st March 2015

(i) a) In our opinion and according to the information and explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) There is a phased programme for verification of fixed assets, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In our opinion, and according to the information and explanations given to us, the Company does not carry any Inventory. Hence, the reporting requirements under clause (ii) of paragraph 3 of the Order are not applicable to the Company.

(iii) In our opinion, and according to the information and explanation given to us, the company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained pursuant to section 189 of the Act. Hence, the reporting requirements under sub-clause (a) and (b) of clause (iii) of paragraph 3 of the order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for purchase of fixed assets and for the sale of services. During the course of our audit, we have neither observed nor been informed by the management of any continuing failure to correct major weaknesses in internal controls.

(v) In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits during the period under audit. Consequently, the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed there under are not applicable.

(vi) We have been informed that the Central Government has not prescribed maintenance of cost records under Section148(1) of the companies Act 2013 .

(vii) a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Service Tax and other material statutory dues, as applicable, with the appropriate authorities in India;

b) According to the information and explanations given to us, there are no applicable statutory dues which have not been deposited on account of any dispute.

c) In view of there being no amount(s) required to be transferred to the Investor Education and Protection Fund for the year under audit the reporting under this clause is not applicable.

(viii) The accumulated losses of the company as at the Balance sheet date are less than fifty percent of its net worth. Further, the company has not incurred cash losses during the financial year as well as in the immediately preceding financial year.

(ix) Based upon the audit procedures carried out by us and on the basis of the information and explanations provided by the management we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions or debenture holders.

(x) In our opinion, and according to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Therefore, the reporting requirements under clause (x) of paragraph 3 of the order are not applicable to the company.

(xi) In our opinion, and according to the information and explanations given to us, company has not obtained any term loans. Hence the reporting requirement under clause(XI) of paragraph 3 of the Order are not applicable to the company.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Thakur Vaidyanath Aiyar & Co, Chartered Accountants Firm's Regn No. 000038N

Sd/- C.V. Parameswar Partner M. No. 11541 Place: Mumbai, Date: 29.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of ARYAMAN FINANCIAL SERVICES LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements 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. The 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 the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that 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 the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles 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”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 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 purpose 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 examination of 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 books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF “REPORT ON OTHER LEGAL AND REGULATORY” OF OUR REPORT OF EVEN DATE.

i. In respect of Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy was noticed on such verification.

c) In our opinion, the Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii. In respect of inventories

The company is in the business of providing financial services and in view of this Para 4 (ii) (a), (b) & (c) of the said Order are not applicable to the Company.

iii. In respect of loans, secured and unsecured, granted or taken by the company to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 :

a) The Company has not granted any loan to Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

b) In view of our comment in (a) above the clauses 4(iii) (b), (c) and (d) are not applicable to the Company.

c) The Company has not taken any loan from Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

d) In view of our comment in (c) above the clauses 4(iii)(f), and (g) are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) As per the information and explanations given to us, no transactions of purchase and sales of services have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs 5 Lakhs or more in respect of each party.

vi. As per the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and rules framed there under.

vii. In our opinion, the company has an internal audit system, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act,1956.

ix. In respect of statutory dues

a) The company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

b) Based on the information made available to us and explanations given to us, the details of dues which have not been deposited on account of dispute are given below:

Particulars Assessment Year Forum where Amount For which the matter dispute is (Rs. In Lakhs) Pertains to pending

Income Tax 1997-98 CIT (Appeals) 20.10

x. The Company’s accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash loss in the current financial year.

xi. According to information & explanation given to us, in our opinion, the term loans availed by the company were, prima facie, applied by the company for the purpose for which the loans were obtained.

xii. In our opinion and according to the information and explanations given to us no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture & other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit funds / society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. Based on information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the requirements of para 4 (xiv) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. According to information & explanation given to us, in our opinion, term loans availed by the company were, prima facie, applied by the company for the purpose for which the loans were obtained by the Company.

xvii. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no fund raised on a short term basis which have been used for long term investment.

xviii. The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore Para 4 (xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us we have neither come across any instance of fraud on or by the Company during the year, nor have we been informed of such case by the management.

For Thakur, Vaidyanath Aiyar & Co. Chartered Accountants Firm Regn. No. 000038N

Place: - Mumbai (C.V. Parameswar) Partner Dated:-May 26, 2014 Membership No.11541


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ARYAMAN FINANCIAL SERVICES LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements 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. The 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 the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that 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 the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 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 purpose 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 examination of 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 books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY" OF OUR REPORT OF EVEN DATE.

i. In respect of Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy was noticed on such verification.

c) In our opinion, the Company has not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

ii. In respect of inventories

The company is in the business of providing financial services and in view of this Para 4 (ii) (a), (b) & (c) of the said Order are not applicable to the Company.

iii. In respect of loans, secured and unsecured, granted or taken by the company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956:

Based on the audit procedures applied by us and according to the information and explanations given to us:

a) The Company has granted unsecured loan to one Company listed in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year Rs.260.33 lacs and the yearend balance was Rs.80.55 lacs.

b) As per the information and explanations given to us, rate of interest and the terms and conditions of the said loans taken are not prime facie prejudicial to the interest of the Company.

c) As explained to us no amount of principle has become due during the year.

d) Company has not taken unsecured loan from any Companies listed in the Register maintained under Section 301 of the Companies Act, 1956.

e) In view of our comment in para 4 (iii) (d) clauses (e) and (f) of the order are not applicable to the company.

iv. In our opinion and according to information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) As per the information and explanations given to us, no transactions of purchase and sales of services have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 aggregating during the year to Rs.5 lacs or more in respect of each party.

vi. As per the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and rules framed there under.

vii. In our opinion, the company has an internal audit system, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act,1956.

ix. The company has been generally regular in depositing undisputed statutory dues. There are no undisputed statutory dues payable as at 31.3.13 for a period of more than six months from the date they became payable.

x. The Company''s accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash loss in the current financial year.

xi. According to information & explanation given to us, the Company has not availed any term loan.

xii. In our opinion and according to the information and explanations given to us no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture & other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit funds / society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. In our opinion the Company has maintained proper records of transactions and contracts relating to dealing in shares, securities, debentures and other investments during the year and timely entries have been made therein.

xv. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. The Company has not raised any money by way public issue during the year.

xvii. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no fund raised on a short term basis which has been used for long term investment.

xviii. The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore Para 4 (xix) of the Order is not applicable to the Company. xx. The Company has not raised any money by way public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us we have neither come across any instance of fraud on or by the Company during the year, nor have we been informed of such case by the management.



For THAKUR VAIDYANATH AIYAR & CO.

CHARTERED ACCOUNTANTS

Firm Reg. No. 380000N



C V Parameswar

Date: 29.05.2013 Partner

Place: Mumbai M. No. 11541


Mar 31, 2012

We have audited the attached Balance Sheet of ARYAMAN FINANCIAL SERVICES LTD as at March 31, 2012, the Statement of Profit and Loss for the year ended March 31, 2012 and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have 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 whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence 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.

As required by the Companies (Auditors' Report) Order, 2003 (as amended), issued by the Central Government in terms of subsection (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and as per information and explanations given during the course of our audit, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

Further 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 account as required by law have been kept by the Company so far as appears from our examination of 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 books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

e) On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012, 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:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

b. In the case of Statement of Profit and Loss, of the Profit for the year ended on March 31, 2012; and

c. In the case of Cash Flow Statement, of the cash flow for the year ended on March 31, 2012.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2012.

i. In respect of Fixed Assets.

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. ;

b) As explained to u$, the fixed assets have been physically verified by the management during the year and no material discrepancy was noticed on such verification.

ii. In respect of inventories -

The company is in the business of providing financial services and in view of this Para 4 (ii) (a), (b) & (c) of the said Order are not applicable to the Company.

iii. In respect of loans, secured and unsecured, granted or taken by the company to I from Companies, firms or other parties listed in the register maintained under Section 301 of,the Companies Act, 1956 :

a) the Company has not granted any loan to Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956. .

b) In view of our comment in (a) above the clauses 4(iii) (b), (c) and (d) are not applicable to the Company.

c) The Company has not taken loan from Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

d) In view of our comment in (c) above the clauses 4(iii)(f), and (g) are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the , nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions that , need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) As per the information and explanations given to us, no transactions of purchase and sales of services have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs 5 Lakhs or more in respect of each party.

vi. As per the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and rules framed there under.

vii. In our opinion, the company has an internal audit system, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956.

ix. In respect of statutory dues

a) The company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31" March 2012 for a period of more than six months from the date they became payable.

b) Based on the information made available to us and explanations given to us, the details of dues which have not been deposited on account of dispute are given below:

Assessment year for Particulars which the matter Forum where dispute is Amount (Rs. In Lacs) pertains to pending

Income Tax 1997-98 CIT (Appeals) 20.10

x. The Company's accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash loss in the current financial year.

xi. Based on our audit procedures and according to the information and explanation given to us the Company has not borrowed any money from financial institutions or banks nor has the Company issued any debentures.

xii. In our opinion and according to the information and explanations given to us no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture & other securities.

xiii. The Company is not a chit fund or a nidhi / mutual benefit funds / society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. Based on information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the requirements of para 4 (xiv) of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. The Company has not raised any term loans during the year.

xvii. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no fund raised on a short term basis which have been used for long term investment.

xviii. The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore Para 4 (xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us we have neither come across any instance of fraud on or by the Company during the year, nor have we been informed of such case by the management. ,

For Thakur, Vaidyanath Aiyar & Co.

Chartered Accountants

Firm Regn. No. 000038N

(C.V. Parameswar)

Place: Mumbai Partner

Dated: August 04, 2012 Membership No. 11541


Mar 31, 2011

We have audited the attached Balance Sheet of ARYAMAN FINANCIAL SERVICES LTD as at March 31, 2011 and the Profit and Loss Account for the year ended March 31, 2011 and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence 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.

As required by the Companies (Auditors? Report) Order, 2003 as amended by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and as per information and explanations given during the course our audit, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

Further 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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 the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011, 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 :

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; and

b. In the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2011.

c. In the case of the Cash Flow Statement, of the cash flow for the year ended on March 31, 2011.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2011.

i. In respect of Fixed Assets

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy was noticed on such verification.

ii. In respect of inventories

The company is in the business of providing financial services and in view of this Para 4 (ii) (a), (b) & (c) of the said order are not applicable to the company.

iii. In respect of loans, Secured and unsecured, Granted or taken by the company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the companies Act. 1956 :

a) The company has not granted any loan to Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

b) In view of our comment in Para 4 (iii) (a) the clauses (b), (c) and (d) are not applicable to the company.

c) The company has not taken any loan from Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

d) In view of our comment in Para 4 (iii) (c) the clauses (f) and (g) are not applicable to the company.

iv. In our opinion and according to information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

v. In respect of transactions covered under Section 301 of the Companies Act,1956

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) As per the information and explanations given to us, there are no transactions of purchase and sales of services have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act.1956 aggregating during the year to Rs. 5 Lakhs or more in respect of any party.

vi. As per the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and rules framed there under.

vii. In our opinion, the company has an internal audit system, which is commensurate with the size and nature of its business.

viii. We have been informed that the central government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act,1956.

ix. In respect of statutory dues

a) The company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable except statutory dues aggregating of Rs. 21,02,364/-.

b) Based on the information made available to us and explanation given to us, the details of dues which have not been deposited on account of dispute are given below :

Particulars Assessment year Forum where dispute is Amount for which the pending (Rs. In matter pertains Lacs) to

Income Tax 1997 - 98 CIT (Appeals) 20.10

x. The Company's accumulated losses at the end of the financial year are less than fifty percent of its

net worth. The Company has not incurred cash loss in the current financial year.

xi. Based on our audit procedures and according to the information and explanation given to us we are of the opinion that the company has not defaulted in repayments of dues to the financial institution, banks or debenture holders.

xii. In our opinion and according to the information and explanations given to us no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture & other securities.

xiii. The company is not a chit fund or a nidhi / mutual benefit funds / society. Therefore Para 4 (xiii) is not applicable to the company.

xiv. Based on information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments and hence the requirements of Para 4 (xiv) of the order are not applicable to the company.

xv. In our opinion and according to the information & explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. The company has not raised any term loans during the year.

xvii. On the basis of overall examination of balance sheet of the company, in our opinion and according to the information and explanation given to us, there are no fund raised on a short term basis which has been used for long term investment.

xviii. The company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

xix. The company has not issued any debentures during the year and therefore Para 4 (xix) of the order is not applicable to the company.

xx. The company has not raised any money by way public issue during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us we have neither come across any instance of fraud on or by the company during the year, nor have we been informed of such case by the management.

For Thakur, Vaidyanath Aiyar & Co. Chartered Accountants Firm Regn.No.000038N

(C. V. Parameswar) Place: Mumbai Partner Dated: August 24, 2011 Membership No. 11541


Mar 31, 2010

We have audited the attached Balance Sheet of ARYAMAN FINANCIAL SERVICES LTD as at March 31, 2010 and the Profit and Loss Account for the year ended March 31, 2010 and the Cash Flow Statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence 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.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and as per information and explanations given during the course our audit, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

Further 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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 the written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 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 :

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

b. In the case of the Profit and Loss Account, of the profit for the period ended on March 31, 2010.

c. In the case of the Cash Flow Statement, of the cash flow for the period ended on March 31, 2010.



ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE PERIOD ENDED MARCH 31, 2010.

i. In respect of Fixed Assets

a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancy was noticed on such verification.

ii. In respect of inventories

The company is in the business of providing financial services and in view of this Para 4 (ii) (a), (b) & (c) of the said order are not applicable to the company.

iii. In respect of loans, Secured and unsecured, Granted or taken by the company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the companies Act. 1956 :

a) The company has not granted any loan to Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

b) In view of our comment in Para 4 (iii) (a) the clauses (b), (c) and (d) are not applicable to the company.

e) The company has not taken any loan from Companies, Firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.

f) In view of our comment in Para 4 (iii) (c) the clauses (f) and (g) are not applicable to the company.

iv. In our opinion and according to information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale of services. During the course of our audit we have not observed any continuing failure to correct major weakness in the aforesaid internal control system.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

b) As per the information and explanations given to us, there are no transactions of purchase and sales of services have been made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the companies Act.1956 aggregating during the year to Rs. 5 Lakhs or more in respect of each party.

vi. As per the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and rules framed there under.

vii. In our opinion, the company has an internal audit system, which is commensurate with the size and nature of its business.

viii. We have been informed that the central government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act,1956.

ix. In respect of statutory dues

a) The company has been generally regular in depositing undisputed statutory dues including Provident fund, Investors education and Protection fund, Employees state insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable except Income Tax (TDS Payable) of Rs. 24,047/- and Fringe Benefit Tax of Rs. 24,272/- and Service Tax Rs. 16,16,112/-.

b) Based on the information made available to us and explanation given to us, the details of dues which have not been deposited on account of dispute are given below :



Assessment year for which Forum where dispute is Amount

particulars the matter pertajns to pending (Rs In Lacs)

Income Tax 1997-98 CIT (Appeals) 20.10



x. The Companys accumulated losses at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash loss in the current financial year but has incurred cash loss in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanation given to us we are of the opinion that the company has not defaulted in repayments of dues to the financial institution, banks or debenture holders.

xii. In our opinion and according to the information and explanations given to us no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debenture & other securities.

xiii. The company is not a chit fund or a nidhi / mutual benefit funds / society. Therefore para 4 (xiii) is not applicable to the company.

xiv. Based on information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments and hence the requirements of para 4 (xiv) of the order are not applicable to the company.

xv. In our opinion and according to the information & explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. The company has not raised any term loans during the year.

xvii. On the basis of our examination of balance sheet it appears that the funds raised on short term basis are not used for long term investment basis and vice versa.

xviii. The company has made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

xix. The company has not issued any debentures during the year and therefore para 4 (xix) of the order is not applicable to the company.

xx. The company has not raised any money by way public issue during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us we have neither come across any instance of fraud on or by the company during the year, nor have we been informed of such case by the management.



For Thakur Vaidyanath Aiyar & Co.

Chartered Accountants Firm Regn. No. 000038N

Place: Mumbai (C.V. Parameswar)

Dated : August 25,2010 Partner

M. No. 11541