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Auditor Report of Asya Infosoft Ltd.

Mar 31, 2015

1 We have audited the accompanying financial statement of ASYA INFOSOFT LIMITED (formally known as ASYA INFRASTRCUTRE AND TOURISM CORPORATION LTD.) ('The Company') which comprise Balance Sheet as at 31st March, 2015 and also the statement of the Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the financial statement

2 The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 referred to section 133 of the act, read with rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal control that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to preparation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provision 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 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 control relevant to the Company's preparation of the financial statements that give 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 and adequate internal financial controls system over financial reporting and the operating effectiveness of such control. 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.

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

OPINION :

6 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 of the state of affairs of the company as at 31st march 2015, its loss 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 section 143 of the Companies Act, 2013 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 further 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 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 section 133 of the Companies Act, 2013, 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 sub-section (2) of section 164 of the Companies Act, 2013.

f) In our opinion and to the best of our information and according to the explanations given to us, We report as under 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statement.

b) The Company does not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

c) There has not been an occasion in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay transferring such sums does not arise.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 7 of our Report of even date to the members of the company on the accounts of the company for the year ended 31 march, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that :

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

(b) All the assets have been physically verified by the management during the year, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. The nature of business of the company does not require it to have any inventory. Hence, the requirement of the clause (ii) of paragraph 3 of the order is not applicable to the company.

3. In our opinion and according to the information and explanation given to us, the Company has granted unsecured loan to the Companies covered in the register maintained under section 189 of the Companies Act. The principal amount has not become due during the year hence reporting on regularity of receipt of principal does not arise. The receipt of interest has been regular as per terms agreed.

(b) There is no over due amount of more than rupees one lakh for the loan granted hence reporting under clause 3(iii)(b) of the order does not arise.

4. The Company has adequate internal control procedure commensurate with the size of the Company and nature of its Business with regard to purchase of s components, plant and machinery, equipment and other assets, and for sale of services. We have not come across any major weakness in internal control.

5. The Company has not accepted / invited any deposits falling within the preview of Section 73 to 76 the Companies Act during the financial year.

6. As informed to us the Central Govt. has not prescribed the maintenance of cost records by the Company under sub section (1) of Section 148 of the Companies Act.

7. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed Statutory

dues including Provident fund, Investor education protection fund, Employees state insurance, Income tax, Sales tax, Wealth tax, Custom duty, Cess, Entertainment tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income tax, Wealth tax, Sales tax, Customs duty, Excise duty Cess and Entertainment tax were in arrears, as of 31st March, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income tax, Customs duty, Wealth tax, Excise duty, Cess and Entertainment tax which have not deposited on Account of any dispute.

8. The Company has accumulated losses. The Company does not incur the cash loss during the current year as well as in the immediate preceding year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, Banks or debenture holders.

10. 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 Bank or financial institutions.

11. The Company has not taken any term loan during the year therefore the question of its application for the purpose for which they were raised does not arise.

12. According to the information and explanations given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.

Place : Ahmedabad for JEEVAN JAGETIYA & CO Date : 29.05.2015 Chartered Accountants FRN: 121335W Jeevan Jagetiya Partner M.No.046553




Mar 31, 2014

We have audited the accompanying financial statement of ASYA INFOSOFT LIMITED (formally known as ASYA INFRASTRUCTURE AND TOURISM CORPORATION LTD.) (''The Company'') which comprise Balance Sheet as at 31st March, 2014 and also the statement of the Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statement:

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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.

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.

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.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in our Report of even date:

(i) There is no fixed assets in the name of the company hence the paragraph 4(i) of the order is not applicable.

(ii) The Company is in service sector therefore, does not hold any physical inventories. Thus paragraph 4(ii) of the order is not applicable.

(iii) (a) The company has granted a loan to body corporate covered in the register maintained under section 301 of the Companies Act, 1956 (''the Act''). The maximum amount outstanding during the year was Rs. 88,87,328.00 and the year end balance of such loan was Rs. 88,87,328.00. Other than the above the company has not granted any loan secured or unsecured to companies, firms or parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the body corporate listed in the register maintained under section 301 of the Act are not, prime facie, prejudicial to the interest of the Company.

(c) In the case of loan granted to body corporate listed in the register maintained under section 301 of the Act, the borrower has been regular in the payment of Interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the company in respect of the repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loan granted to a body corporate listed in the register maintained u/s 301 of the Act.

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

(iv) The Company has adequate internal control procedure commensurate with the size of the Company and nature of its Business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets, and for sale of goods. We have not come across any major weakness in internal control.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lakhs each have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) In our opinion, the Company has Internal Audit system commensurate with the size and nature of its Business.

(viii) As informed to us the Central Govt. has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess which have not deposited on Account of any dispute.

(x) The Company has accumulated losses at the end of the year. The company does not incur cash loss during the current year however it had incurred cash losses in the immediate preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions, Banks or Debenture Holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not chit fund or a nidhi/Mutual benefit fund/Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) 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 Bank or financial institutions.

(xvi) The Company has not taken any term loan during the year therefore the question of its application for the purpose for which they were raised does not arise.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short - term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent Working Capital.

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

(xiv) The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

(xx) The Company has not made any Public Issue during the year and therefore the question of disclosing the end use of money does not arise.

(xxi) According to the information and explanations given to us, based upon the audit procedures performed and representations made 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 JEEVAN JAGETIYA & CO Chartered Accountants FRN : 121335W

JEEVAN JAGETIYA Place : AHMEDABAD Partner Date : 21/05/2014 M.No.: 046553


Mar 31, 2013

Report on Financial Statement :

We have audited the accompanying financial statement of ASYA INFRASTRUCTURE AND TOURISM CORPORATION LIMITED (The Company'') which comprise Balance Sheet as at 31st March, 2013 and also the statement of the Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statement :

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 state- ments 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.

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.

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in our Report of even date :

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situ- ation of fixed assets.

(b) All the assets have been physically verified by the management during the year, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No fixed assets were disposed by the company during the current year.

(ii) The Company is in service sector therefore, does not hold any physical inventories. Thus paragraph 4(ii) of the order is not applicable.

(iii) (a) The company has granted a loan to body corporate covered in the register maintained under section 301 of the Companies Act, 1956 (''the Act''). The maximum amount outstanding during the year was Rs. 84,32,000.00 and the year end balance of such loan was Rs. 84,32,000.00. Other than the above the company has not granted any loan secured or unsecured to companies, firms or parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the body corporate listed in the register maintained under section 301 of the Act are not, prime facie, prejudicial to the interest of the Company.

(c) In the case of loan granted to body corporate listed in the register maintained under section 301 of the Act, the borrower has been regular in the payment of Interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the company in respect of the repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loan granted to a body corporate listed in the register maintained under section 301 of the Act.

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

(iv) The Company has adequate internal control procedure commensurate with the size of the Company and nature of its Business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets, and for sale of goods. We have not come across any major weakness in internal control.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956, have been so entered.

(b)In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lakhs each have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) In our opinion, the Company has Internal Audit system commensurate with the size and nature of its Business.

(viii) As informed to us the Central Govt. has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess which have not deposited on Account of any dispute.

(x) The Company has accumulated losses at the end of the year. The company does not incur cash loss during the current year however it had incurred cash losses in the immediate preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions, Banks or Debenture Holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not chit fund or a nidhi / Mutual benefit fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) 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 Bank or financial institutions.

(xvi) The Company has not taken any term loan during the year therefore the question of its application for the purpose for which they were raised does not arise.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short - term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent Working Capital.

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

(xiv). The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

(xx). The Company has not made any Public Issue during the year and therefore the question of disclosing the end use of money does not arise.

(xxi) According to the information and explanations given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.



Place : AHMEDABAD for JEEVAN JAGETIYA & CO

Date : 30/05/2013 Chartered Accountants

FRN : 121335W



JEEVAN JAGETIYA

Partner

M.No.046553


Mar 31, 2011

1. We have audited the attached Balance Sheet of Asya Infrastructure & Tourism Corporation Limited (Formally known as Saya Housing Finance Company Limited) as at 31st March, 2011 and also the Profit and Loss Account 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.

2. 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 over all financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in term of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and as per information and explanation given to us during the course of our audit, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to the paragraph 3 above, we report as under :-

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 appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account dealt with by this Report are in agreement with the books of account of the company.

d. In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by the report are in compliance with the Accounting standards referred to in section 211 (3C) of the companies Act, 1956.

e. On the basis of written representation received from the directors and taken on records by the Board of Directors, we report you that none of the Directors of the company disqualified as on 31st march 2011 from being appointed as Director of the company under clause (g) of sub-section (1) of section 274 of the Act 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement read together with the notes thereon 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 Balance Sheet of the state of affairs of the Company as at 315| March, 2011.

(ii) In the case of profit and Loss Account of the Loss of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. 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 at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the company which in our opinion is reasonable having regard to the company and nature of its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

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

2. In respect of Inventories:

As the company has neither purchased / sold goods during the year nor there any opening stocks, Hence the provision of clause 4(ii) of the companies (Auditor's Report) order 2003, is not applicable to the company.

3. In respect of 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.

(a) The company has granted loans unsecured to parties covered in the register maintained under section 301 of the Act.

(b) The rate of interest and other terms of conditions subject to which loans are given, are not prima facie prejudicial to the interests of the company

(c) The receipts of principal amounts and interest have been regular.

(d) The company has not taken any loan , secured orunsecured, from the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act.

4. 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 the nature of its business with regard to purchase of inventory, fixed assets and with regards to Sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. In respect of transaction covered under section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us and according to the information and explanation given to us, the transaction that needed to be entered into the register have been so entered.

(b) Where in respect of Each of such transactions ( Excluding loan Reported in Para (3) above) is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which is prime facie reasonable having regard to the Prevailing market prices applicable at relevant time.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from the public during the financial year. Hence Provision of Clause (vi) Companies (Auditor's Report) Order, 2003 is not applicable to the Company

7. In our opinion and according to the information and explanation given to us the company has adequate internal audit system commensurate with the size and nature of the business.

8. In the best of our knowledge and according to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for any of its products.

9. In respect of Statutory Dues: According to the information and explanations given to us, there are no undisputed and outstanding amount payable in respect of Provident fund, Investor Education and Protection fund, Employee's State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise Duty, Excise and any other statutory dues with the appropriate authorities as at 31st March 2011 for a period of more than six moths from the date they become payable.

10. The Company has no accumulated losses at the end of the year.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks.

12. 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, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund society. Therefore the provision of clause 4(xiii) of the Companies (Auditors Report) order 2003, is not applicable to the company.

14. The company is not dealing or trading in shares, security, debentures and other investments, hence, the provision of clause 4(xiii) of the Companies (Auditor's Report) order 2003, is not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. The company has not raised term loans during the year. Therefore, the provision of clause 4(xvi) of the Companies (Auditor's Report) order 2003, is not applicable to the company.

17. According to the information and explanation given to us and on and overall examination of Balance sheet of the company, funds raised on short-term basis, prima facie, have not been used during the year for long-term investment. Similarly long-term funds, prima facie have not been used to finance short-term assets.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies (Auditor's Report) order 2003, is not applicable to the company.

19. The company has not issued any debentures. Therefore, the provision of clause 4(xix) of the Companies (Auditor's Report) order 2003, is not applicable to the company.

20. The company has not raised any money by public issue during the year, therefore, the provision of clause 4(xx) of the Companies (Auditor's Report) order 2003, is not applicable to the company.

21. Based upon the audit procedure performed and information and explanation 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 the year ended March 31, 2011.

Place : Ahmedabad For, Jeevan Jagetiya & Co.

Date .26-08-2011 Chartered Accountants



Jeevan Jagetiya Proprietor M No. 046553


Mar 31, 2010

1. We have audited the attached Balance Sheet of Asya Infrastructure & Tourism Corporation Limited (Formally known as Saya Housing Finance Company Limited) as at 31st March, 2010 and also the Profit and Loss Account for the year 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.

2. 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 int ides assessing the accounting principles used and significant estimates made by management as well as evaluating the over all financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies Auditors Report Order 2003, issued by the Central Government of India in term of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and as per information and explanation given to us during the course of our audit, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to the paragraph 3 above, we report as under :-

a. We have obtained all the information and explanations, which to the best of our knowledge an^ "-.elief 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 appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account dealt with by this Report are in agreement with the books of account of the company.

d. In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by the report are in compliance with the Accounting standards referred to in section 211 (3C) of the companies Act, 1956.

e. On the basis of written representation received from the directors and taken on records by the Board of Directors, we report you that none of the Directors of the company disqualified as on 31st march 2009 from being appointed as Director of the company under clause (g) of sub-section (1) of section 274 of the Act 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement read together with the notes thereon 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 Balance Sheet of the state of affairs of the Company as at 31st March, 2010.

(ii) In the case of profit and Loss Account of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. 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 at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the company which in our opinion is reasonable, having regard to the company and nature if its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

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

2. In respect of Inventories:

As the company has not purchased / sold goods during the year nor is there any opening stocks, Hence the provision of clause 4(ii) of the companies (Auditors) order 2003, is not applicable to the company.

3. In respect of 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.

(a) The company has not taken or granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301. Hence the relevant Para for the rate of interest, payment of principal amount & interest and overdue are not applicable.

4. 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 the nature of its business with regard to purchase of inventory, fixed assets and with regards to Sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. In respect of transaction covered under section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us and according to the information and explanation given to us, the transaction that needed to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanation given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding Rupees Five Lac or more in respect of each party during the year, have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us the Company has not accepted any deposit from the public during the financial year. Hence Provision of Clause (vi) Companies (Auditors Report) Order, 2003 is not applicable to the Company

7. In our opinion and according to the information and explanation given to us the company has adequate internal audit system commensurate with the size and nature of the business.

8. In the best of our knowledge and according to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for any of its products.

9. In respect of Statutory Dues: According to the information and explanations given to us, there are no undisputed and outstanding amount payable in respect of Provident fund, Investor Education and Protection fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise Duty, Excise and any other statutory dues with the appropriate authorities as a 31s March 2010 for a period of more than six moths from the date they become payable.

10. The accumulated losses of the company are not more than fifty percent of its net worth.

11. Based on our audit procedure and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks.

12. 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, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutul benefit fund society. Therefore the provision of clause 4(xiii) of the Companies (Auditors Report) order 2003, is not applicable to the company.

14. The company is not dealing or trading in shares, security, debentures and other investments, hence, the provision of clause 4(xiii) of the Companies (Auditors Report) order 2003, is not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. The company has not raised term loans during the year. Therefore, the provision of clause 4(xvi) of the Companies (Auditors Report) order 2003, is not applicable to the company.

17. According to the information and explanation given to us and on and overall examination of Balance sheet of the company, funds raised on short-term basis, prima facie, have not been used during the year for long-term investment. Similarly long-term funds, prima facie have not been used to finance short-term assets.

18. During the year, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies Auditors Report) order 2003, is not applicable to the company.

19. The company has not issued any debentures. Therefore, the provision of clause 4(xix) of the Companies (Auditors) order 2003, is not applicable to the company.

20. The company has not raised any money by public issue during the year, therefore, the provision of clause 4(xx) of the Companies (Auditors Report) order 2003, is not applicable to the company.

21. Based upon the audit procedure performed and information and explanation 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 the year ended March 31, 2010.

Place : Ahmedabad For, JAGETIYA & GURBANI

Date : 29-05-2010 (006551C)

Chartered Accountants

Jeevan Jagetiya

Partner

M No. 046553




Mar 31, 2009

1. We have audited the attached Balance Shoot of Asya Infrastructure & Tourisam Corporation Limited (Formally known as Saya Housing Finance Company Limited) as at 31st March, 2009 and also the Profit and Loss Account tor the year 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,

2. We have conducted our audit In accordance with auditing standards generally accepted in India. Those standards raquire 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 lest 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 statements presentation. We believe that our audit provides, a reasonable basis for our opinion.

3, As required by the Companies Auditors Report Order 2003, Issued by the Central Government of India In term of section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and as per information end explanation given to us during the course of our audit, we annex hereto a statement on the matters specified In paragraph 4 and 5 of the said order,

4, Further to our comments in the annexure renamed to the paragraph 3 above, we report as under :-

a. We have obtained all the information and explanations, which and explanations. which to the best of our knowledga and belief were necessary for the purpose of our audit.

b. In our opinion proper books of accounts. as required by Law have bean kept by the Company so Far as appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account dealt with by this Report are In agreement with the books of aocount of the company.

d. In our opinion, the Balance Sheet and the Profit & Loss Account dealt with. by (he report are in compliance with the Accounting standards referred to in section 211 (3C) of the companies Act, 1956.

d: On the basis of written representation received from the directors and taken on records by the Board of Director we report you that none of the Directors of the company disqualified as on 31st march 2009 from being appointed as Director of the company under clauae (g) of sub-section (1) of section 274 of the Act 1956. f. In our opirran and to the bast of our information and according to the explanations given to us, the said Financial Statement read tegother with the notes thereon 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 Balance Sheet of the state of affairs of the Company as at 31st March,

(ii) In the Case of profit and Loss Account of the Loss of the company for the year ended en that date.

(a) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that; date.

ASYA INFRASTRUCTURE & TOURISM CORPORATION LIMITED ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

In Respect of Fixed Assets:-

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

(b) As explained to us the fixed assets have been physically vended by the management at reasonable Intervals in a phased manner in accordance with a programme of verification adopted by the company which In our opinion is reasonable having regard to the company and nature if Its assets. To the best of our knowledge no material discrepancies were noticed on such verfication.

(c) In our opinion, the company has not disposed off substanied part of fixed seals during the year and the going concern statue of the Company is not affected,

2. In respect of Inventories:

As the company has not purchased / sold goods during the year nor Is there any opening stocks, Hence the provision of clause-4(a) of the companies (Auditors) order 2003. is not applicable to the company,

3. In respect of loans, secured or unsecured, granted or taken by the Company to/ from companies, firms or other partes covered In the register maintained under Suction 301 of the Companies Act, 1956.

(a) The company has not taken or granted any loans, secured or unsecured to companies, firms or other parties covered In the register maintained under section 301 of the Act.

(b) Since the Company has not granted or taken any loans, secured or unsecured companies, firms or other panios covered in the register maintained under section 301. Hence the relevant Para for the rale of interest, payment of principal amount & interest and overdue are not applicable.

4. In our opinon and according to Hie Information and explanation 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 inventory, fixed assets and with regards to Sale of goods, During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. In respect of transaction covered under section 301 of the Companies Act, 1956,

(a) Based on audit procedures applied by us and according to the information and explanation given to us, the transaction that reeded to be entered into the register have been so entered,

(b} In our opinion and according re the information and explanation given to us, there are no transactions In pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding Rupees Five Lac or mane in respect of each party during the year, have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

6, In our opinion and according- to the information and explanation given to us the Company has not accepted any deposit from the public during the financial year. Hence Provision of Clause Companies (Auditors Report) Order 2003 is not applicable to the Company

7. In our opinion and according to the information and explanation given to us the company has adequate internal audit system commensurate with the size and nature of the business.

8. In the best of our knowledge and avoiding to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (11 [d] of the Companies Act. 1956 for any of its products.

9. In respect of Statutory Dues: According to the information and explanations given to us here are no undisputed and outstanding amount payable in respect of Provident fund, investor Education and Providant fund. Employees State Insurance, Income-Tex, Sales-Tax, Wealth Tax, Custom Dutv Excise Duty, Excise and any other statutory dues with the appropriate authorities as a 31st March 2009 for a period of more than six months from the date they become payable.

10. The accumulated losses the company we not more than fifty percent of its net worth,

11, Based an our audit procedure and according to the information and explanations given to us, we are of- the opinion that the company has not deduced In repayment of dues to financial instructions or banks.

12. In our opinion and according to the Infomation and explanations given to us No loans and advances have bean granted by the company on the basis of security by way of pledge of shores, debentures and other securities.

13, In our opinon, the company is not a chit fund or a benefit fund society Therefore the provision of clause 4(XII) of the Companies (Auditors Report) order 2003, is not applicable to the company.

14. The company is not dealing or trading in shares security, debantures and other Investments, hence the provision of clause 4(xiv) of the Companies (Auditors Report} order 2003, is not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantee to; loans taken by of others from banks and financial Institutions.

16. The company has not raised term loans during the year. Therefore, the prevision of clause 4(xvi) of the Companies (Auditors Report) order 2003. Is not applicable to the company.

17. According to the information and explanation given to us and on and overall examination of Balance sheet of the company, funds raised on short-terni basis, prima facie, have not been used during the year for long-term investment Similarly long-term funds, prima facie have not been used to finance short-term assets.

18. During the year, the company has not made any preferential allotment of share to parlies and companies covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provision at clause 4(xviii) of the Companies Auditors Report) order 2003, is not Explicable to the company,

19. The company has not issued any debentures. Therefore, the provision of clause 4(xix) of the Companies (Auditors) order 2003, is not applicable to the company.

20. The company has not raised any money by public issue during the year, therefore. the Provision of clause 4(xx) of the Companies (Auditors Report) order2003, is not applicable to the company.

21. Based upon the audit procedure performed and information and explanation 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 the year ended March 31.2003.

for JAGETIYA & GURHANI Chartered Accountants

Jeevan Jagellya Partner

Place: Ahmedabad Date : 25-08-2009



 
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