Auditor Report of RR Financial Consultants Ltd.

Jun 30, 2015

We have audited the accompanying Consolidated financial statements of RR Financial Consultants Limited ("the Company"), and its subsidiaries (collectively referred to as ''the group'') which comprises the Consolidated Balance Sheet as at 30th June 2015, Consolidated statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the Consolidated Financial Statements

The Holding Company Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirement of the company's Act,20l3(" the Act") that give a true and fair view of the consolidat ed financial position, consolidated financial performance and consolidated cash flows of the group with the accounting principles generally accepted in India including the Accounting Standards specified under the Section 133 of the Act, read with Rule 7 of the companies ( Accounts ) Rules , 2014 The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 there under.

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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Holding Company's preparation of the consolidated 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 whether the Holding' Company has an adequate internal financial controls system over financial reporting in place and the ope rating effectiveness of such controls.. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opininn

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated 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 consolidated state of affairs of the Group, as at 30th June, 2015 and their consolidated profit/loss and their consolidated cash flows for the year ended on that date

Emphasis nf Matter

We draw your attention to the following matters in the notes to the financial statements:

1. Note no.1 (iii) (c) of the consolidated financial statements with respect to Inter group transactions effect which has not been eliminated as in the opinion of management the transactions has been done in the normal course of business.

2. Note no.42 of the consolidated financial statement with respect to Non provision for Sundry debtors more than 6 month which includes revenues provided on estimated basis in the earlier years as mentioned in Note no.16of the financial statements, as steps is being taken by the management to reconcile and recover the amount.

3. Note no.16 of the financial statement regarding balances of parties accounts shown net (i.e. net of debit and credit) as in the opinion of the management it is difficult to differentiate parties as nature of account differs from day to day. Accordingly aging bifurcation has not been done.

4. Note no.11 regarding not providing of Depreciation on Fixed Assets in two of the Subsidiary Company, as in the opinion of the management no business activity during the year.

Our report is not qualified in respect of above matter.

Other Matters

We did not audit the financial statements of RR Insurance Brokers (P) Ltd., RR Fincap (P) Ltd., ARIX Consultant (P) Ltd., RR Investor Capital Services (P) Ltd. & its one subsidiary, RR Equity Brokers (P) Ltd & its Four subsidiaries and three Subsidiaries of RR Infra Estates (P) Ltd. for the period ended 30th June 2015 whose financial statements together reflect total assets of ' 6705.64 Lacs as at 30th June 2015 and total revenue of ' 4302.71 Lacs for the period ended. These financial statements have been audited by other auditors. Auditors, whose reports have been furnished to us by the management, and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary Companies and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the Page 5 of 7 work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

Report on Dther Legal and Regulatory Requirements

1. As required by the, 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 Act, based on the comments in the auditors' reports of the Holding company and subsidiary companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 purposes of our audit of the aforesaid consolidated Financial statements.

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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

d. On the basis of the written representations received from the directors of the Holding Company as on 30th June, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, Incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 30th June, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

f. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group- Refer Note 35 to the consolidated financial statements.

The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group- Refer Note XX to the consolidated financial statements.

g. The Group, did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary companies, which is incorporated in India.

Annexure to the Independent Auditors' Report on the Consolidated Financial Statements

The Annexure referred to in paragraph I of "Report on Other Legal and Regulatory Requirements" our Independent Auditors' Report to the members of RR Financial Consultants Ltd on its Consolidated Financial statements for the year ended 3Dth June 2D15.

i.

a. The respective entities have maintained proper records but full particulars, including quantitative details and situation of fixed assets has not been shown in few of the subsidiaries.

b. According to information and explanation given to us the fixed assets were physically verified by the management during the financial year and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

ii.

a. As explained to us, the inventory of shares / debentures/bonds etc. has been physically verified during the year by the management of the respective entities. In our opinion, the frequency of verification is reasonable.

b. In our opinion and the opinion of the other Auditors and according to information and explanation given to us and the other Auditors, the procedures of physical verification of inventories followed by the management of the respective entities are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and the opinion of the other Auditors and according to information and explanation given to us and the other Auditors,, the respective entities are maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. During the year the Holding Company and subsidiary Companies incorporated in India has granted loans to the parties (Group companies including subsidiaries) listed in the register maintained under Section 189 of the Act. According to information and explanation given to us, and the other Auditors, there is no stipulation with regard to its repayment and interest thereon & these loans are re-payable on the demand and thus there has been no default on part of the parties to whom the money has been lend.

iv. In our opinion and according to the information and explanations given to us and the other Auditors, there exists an adequate internal control system commensurate with the size of the respective entities and the nature of their business with regard to purchase of fixed assets and with regard to the sale of services. In our opinion and according to information and explanation given to us and the other Auditors, during the course of our audit and other Auditors, have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. In our opinion and according to information and explanation given to us and the other Auditors, the Holding Company and subsidiary Companies incorporated in India have not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. In our opinion and according to information and explanation given to us and the other Auditors, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Holding Company and subsidiary Companies incorporated in India.

vii.

a. According to the records of the respective entities, the respective entities have been generally regular in depositing its undisputed statutory dues such as Provident Fund, Employees' State Insurance, Income Tax, Service Tax and any other material statutory dues whichever is applicable to the Company with the appropriate authorities during the year .However there are some delays in some of the subsidiaries company in depositing of Provident Fund, ESI, TDS and Service Tax dues.

b. According to the information and explanations given to us and the other Auditors, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 30th June, 2015 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us there is no disputed amount payable in respect of statutory dues which have not been deposited on account of disputed matters pending before appropriate authorities

d. There are no amounts required to be transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

viii. In our opinion, the group does not have consolidated accumulated losses at the end of the financial year. Further, Group has incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us and the other Auditors, the respective entities have not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and explanation given to us and the other Auditors, the terms and conditions on which the Holding Company and one subsidiary company have given guarantees for loans taken by a Subsidiary/associate company from the banks or financial institutions are not prejudicial to the interest of the company.

xi. In our opinion, and according to the information and explanation given to us and the other Auditors, the respective entities except one subsidiaries companies have not obtained any term loans during the year. Further in our opinion and according to information given to us and the other auditor the term loan have been applied for the purpose for which it was raised by the respective entity.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us and the other Auditors, we and the other auditors have neither come across any instance of material fraud or on by the respective entities, have been noticed or reported during the year, nor have we or the other Auditors been informed of any such case by the Management.

Place: - New Delhi For: SANDEEP RAMESH GUPTA & CD. Date: - 28/08/2015 (Chartered Accountants)

(SANDEEP GUPTA) PARTNER Membership No. 030033

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Jun 30, 2014

We have audited the accompanying financial statement of RR Financial Consultants Limited (the "Company"), which comprise the Balance Sheet as at 30th June,2014 and the Statement of Profit and Loss Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 explanation 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.

a) In the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2014.

b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date.

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 in terms of Section 227(4A) 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 purposes 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 Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss Statement comply with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act.

(e) On the basis of the written representations received from the directors as on 30th June, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2014 from being appointed as a director in terms of Section 274(1) (g) of the Act.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) According to information and explanation given to us the fixed assets were physically verified during the period and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

(c) During the year, the company has not disposed off any substantial part of the fixed assets.

2. (a) The inventory of shares / debentures has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to information and explanation given to us the Company has granted Unsecured loan to companies covered in the register maintained under section 301 of the Companies Act, 1956. The details are as follows:

Number of Parties Maximum outstanding Year end Balance (Rs Lacs) (Rs Lacs)

5 2335.32 2275.76

(b) According to information and explanation given to us, in our opinion, Interest free loan and advances and other terms and conditions of such loans and advances are not, prima facie, prejudicial to the interest of the company.

(c) The loan is recoverable on demand.

(d) There is no overdue amount in excess of Rs. 1 Lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) As per information and explanation given to us the Company had taken unsecured

Loans and Advances from persons covered in the register maintained under section 301of the Companies Act, 1956. The Details are as follows:

Number of Parties Maximum outstanding Year end Balance (Rs Lacs) (Rs Lacs)

5 1261.24 1182.69

(f) These loans are payable on demand,

(g) According to information and explanation given to us ,In our opinion, interest free loan and Advances and other terms and conditions on which such loans and Advances have been taken are not, prima facie, prejudicial to the interest of the company.

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

5. (a) According to the information and explanation given to us, we are of the opinion that the particulars of all the contracts or arrangements referred to in section 301 of the Act, that need to be recorded in the register required to be maintained under the said section, have been adequately recorded.

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

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provision of the Act, and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. The Company is not covered by the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) In our opinion, the Company is generally regular in depositing the undisputed Statutory dues including income tax, and no other amount is outstanding as per books of accounts, information and explanations given to us, with the appropriate authorities. However there are some delays in depositing the amount of Provident fund, employees'' state insurance fund and service tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, as at the end of the year for a period of more than six months from the date they became payable, except demand u/s 154 for A.Y. 2009-10 for Rs. 27.50 Lacs, which is being adjusted against refund of Subsequent years.

(c) There are no dues of income tax, which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth further, the company has not incurred any cash losses in the financial year covered by our audit but has incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute, applicable to chit fund / nidhi / mutual benefit fund/societies, are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2005 are not applicable to the company.

14. In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantees for loans taken by a Subsidiary from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not obtained any term loans during the year.

17. 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 rose on a short-term basis, which have been used for long-term investments.

18. According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debentures, during the period under audit and accordingly, the creation of a security or charge does not arise.

20. The Company has not raised any money by public issue during the period.

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



Place: - New Delhi For: SANDEEP RAMESH GUPTA & CO. Date : - 29/08/2014 (Chartered Accountants)

(SANDEEP GUPTA) Proprietor Membership No. 90039

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Jun 30, 2013

Report on the Financial Statements

I have audited the accompanying financial statement of M/S RR FINANCIAL CONSULTANTS LIMITED (the "Company"), which comprise the Balance Sheet as at 30th June,2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211(3C) of the Companies Act, 1956 (the "Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence, I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanation given to me, 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.

a) in the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2013.

b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

c) in the case of the Cash Flow Statement, of the Cash Flows of the Company 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 in terms of Section 227(4A) of the Act, I 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) I have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of my audit.

(b) In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my 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 my opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 30th June, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2013 from being appointed as a director in terms of Section 274(1 )(g) of the Act.

M/S RR FINANCIAL CONSULTANTS LIMITED ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT - June 30, 2013

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) According to information and explanation given to us the fixed assets were physically verified during the period and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

(c) During the year, the company has not disposed off any substantial part of the fixed assets.

2. (a) According to information and explanation given to us the Company has granted

(b) According to information and explanation given to us, in our opinion, the rate of

Interest and other terms and conditions of such loans have been granted are not, prima facie, prejudicial to the interest of the company.

(c) The loan is recoverable on demand.

(d) There is no overdue amount in excess of Rs. 1 Lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) As per information and explanation given to us the Company had taken unsecured Loans, from persons covered in the register maintained under section 301 of the Companies Act, 1956. The Detail is as follows:

(f) These loans are payable on demand,

(g) According to information and explanation given to us ,In our opinion, the rate of

interest and other terms and conditions of such loans have been taken are not , prima facie, prejudicial to the interest of the company.

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

4. (a) According to the information and explanation given to us the contracts or arrangements referred to in section 301 of the Act, that need to be recorded in the register required to be maintained under the said section, have been adequately recorded.

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

5. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provision of the Act, and the rules framed there under.

6. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

7. The Company is not covered by the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

8. (a) In our opinion, and as per information and explanations given to us, the Company is generally regular in depositing the undisputed Statutory dues including, income tax, and no other amount is outstanding as per books of accounts, with the appropriate authorities and provisions of provident fund, employees state insurance act not applicable to the co.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, as at the end of the year for a period of more than six months from the date they became payable.

(c) There are no dues of income tax, which have not been deposited on account of any dispute.

9. In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth further, the company has incurred cash losses in the financial year covered by our audit but not in the immediately preceding financial year.

10. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The provisions of any special statute, applicable to chit fund / nidhi / mutual benefit fund/societies, are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2005 are not applicable to the company.

13. In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

14. In our opinion, and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loans taken by a Subsidiary from banks or financial institutions are not prejudicial to the interest of the company. ''

15. The Company has not obtained any term loans during the year.

16. 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 rose on a short-term basis, which have been used for long-term investments.

17. According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

18. The Company has not issued any debentures, during the period under audit and accordingly, the creation of a security or charge does not arise.

19. The Company has not raised any money by public issue during the period.

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

For: Sandeep Ramesh Gupta & Co.

Place: New Delhi (Chartered Accountants)

Date: 29.08.2013 Sd/-

(SANDEEP GUPTA)

Proprietor

Membership No: - 90039

---

Jun 30, 2011

1 We have audited the Balance Sheet of RR Financial Consultants Limited as at June 30, 2011, the related Profit and Loss Account and also the Cash Flow Statement 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 conducted our audit in accordance with the 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 misstatements. 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.

3 We have also examined the matters specified in paragraphs 4 & 5 of the Companies (Auditor's Report) (Amendment) Order, 2004 (the 'Order'), for the period from July 1, 2010 to June 30, 2011, as they relate to the Company. Our report thereon is annexed.

4 Further to our comments in the Annexure referred to in paragraph 4, 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 purposes of our audit;

(b) In our opinion, the Company has maintained proper books of account, as required by law, in so far as appears from our examination of those books;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

(e) On the basis of the confirmation received from the Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on June 30, 2011 from being appointed as a Director in terms of section 274 (1) (g) of the Act; as on the said date.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give a true and fair view in conformity with the accounting principles generally accepted:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2011, and

(ii) In the case of the Profit and Loss Account, the profit for the period from July 1, 2010 to June 30, 2011.

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

ANNEXURE TO AUDITORS' REPORT - 30th, June 2011

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

(b) Fixed assets were physically verified during the period and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

2 (a) The inventory of shares / debentures has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3 (a) The Company has granted unsecured loan to companies covered in the register maintained under section 301 of the Companies Act, 1956. The details are as follows:

S. No. Number of Parties Maximum outstanding Year end Balance (Rs lacs) (Rs lacs)

1. Six 143.10 84.78

(b) In our opinion, the rate of interest and other ter5ms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) The loan is recoverable on demand.

(d) There is no overdue amount in excess of Rs 1 Lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken unsecured loans, from persons covered in the register maintained under section 301 of the Act. The details are as follows:

S. No. Number of Parties Maximum outstanding Year end Balance (Rs lacs) (Rs lacs)

1. Six 676.97 676.97

(f) In our opinion, terms and conditions of the loans taken by the Company are prima-Facie not prejudicial to the interest of the Company.

(g) The loan is repayable on demand.

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

5 (a) In our opinion, the contracts or arrangements referred to in section 301 of the Act, that need to be recorded in the register required to be maintained under the said section, have been adequately recorded.

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

6 The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provision of the Act, and the rules framed there under.

7 In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8 The Company is not covered by the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9 (a) In our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty and cess, as applicable, with the appropriate authorities and there are delays in depositing of Provident Fund and ESI , amount not quantified by the management.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty, excise duty, as at the end of the year for a period of more than six months from the date they became payable.

(c) There are no dues of sales tax, income tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

10. There are no accumulated losses in the company. The company has not incurred cash losses in the financial year covered by our audit but incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute, applicable to chit fund / nidhi / mutual benefit fund/societies, are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loans taken by a Subsidiary from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not obtained any term loans during the year.

17 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 a short-term basis, which have been used for long-term investments.

18 According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The Company has not issued any debentures, and accordingly, the creation of a security or charge does not arise.

20 The Company has not raised any money by public issue during the period.

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

For Sandeep Ramesh Gupta & Co

(Chartered Accountants)

Sd/- Place : New Delhi SANDEEP GUPTA

Date : 29/08/2011 Membership No.: 90039

---

Jun 30, 2010

1 We have audited the Balance Sheet of RR Financial Consultants Limited as at June 30, 2010, the related Profit and Loss Account and also the Cash Flow Statement 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 conducted our audit in accordance with the 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 misstatements. 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.

3 We have also examined the matters specified in paragraphs 4 & 5 of the Companies (Auditors Report) (Amendment) Order, 2004 (the Order), for the period from July 1, 2009 to June 30, 2010, as they relate to the Company. Our report thereon is annexed.

4 Further to our comments in the Annexure referred to in paragraph 4, 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 purposes of our audit;

(b) In our opinion, the Company has maintained proper books of account, as required by law, in so far as appears from our examination of those books;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

(e) On the basis of the confirmation received from the Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on June 30, 2010 from being appointed as a Director in terms of section 274 (1) (g) of the Act; as on the said date.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give a true and fair view in conformity with the accounting principles generally accepted:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2010, and

(ii) In the case of the Profit and Loss Account, the profit and loss for the period from July 1, 2009 to June 30, 2010.

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

ANNEXURE TO AUDITORS REPORT - 30th, June 2010

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

(b)Fixed assets were physically verified during the period and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

2(a)The inventory of shares / debentures has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b)The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c)The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3(a)The Company has granted unsecured loan to companies covered in the register maintained under section 301 of the Companies Act, 1956. The detail are as follows:

S. No. Number of Parties Maximum outstanding (Rs Year end Balance

lacs)

(Rs lacs)

1. Seven 1995.45 1427.25

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) The loan is recoverable on demand.

(d) There is no overdue amount in excess of Rs 1 Lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken unsecured loans, from persons covered in the register maintained under section 301 of the Act. The details are as follows:

S. No. Number of Parties Maximum outstanding (Rs Year end Balance

lacs)

(Rs lacs)

1. Four 711.35 356.61

(f) In our opinion, terms and conditions of the loans taken by the Company are prima-Facie not prejudicial to the interest of the Company.

(g) The loan is repayable on demand.

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

5 (a) In our opinion, the contracts or arrangements referred to in section 301 of the Act, that need to be recorded in the register required to be maintained under the said section, have been adequately recorded.

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

6 The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provision of the Act, and the rules framed there under.

7 In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8 The Company is not covered by the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9 (a) In our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty and cess, as applicable, with the appropriate authorities except service tax and there are delays in depositing of Provident Fund and ESI , amount not quantified by the management.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty, excise duty except service tax, were in arrears, as at the end of the year for a period of more than six months from the date they became payable and there were some delay in depositing the amount of PF and ESI amount to Rs 1935/- and provident fund Rs 14463/- were arrears as on 30th June 2010.

(c) There are no dues of sales tax, income tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

10. There are no accumulated losses in the company. The company has not incurred cash losses in the financial year covered by our audit but incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute, applicable to chit fund / nidhi / mutual benefit fund/societies, are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loans taken by a Subsidiary from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not obtained any term loans during the year.

17 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 a short-term basis, which have been used for long-term investments.

18 According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The Company has not issued any debentures, and accordingly, the creation of a security or charge does not arise.

20 The Company has not raised any money by public issue during the period.

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

For Sandeep Ramesh Gupta & Co

Chartered Accountants

Sd/-

Sandeep Gupta

Membership No.: 90039 Place: New Delhi Date: 30.08.2010

---

Jun 30, 2009

1 We have audited the Balance Sheet of RR Financial Consultants Limited as at June 30, 2009, the related Profit and Loss Account and also the Cash Flow Statement 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 conducted our audit in accordance with the 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 misstatements. 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.

3 We have also examined the matters specified in paragraphs 4 & 5 of the Companies (Auditor’s Report) (Amendment) Order, 2004 (the ‘Order’), for the period from July 1, 2008 to June 30, 2009, as they relate to the Company. Our report thereon is annexed.

4 Further to our comments in the Annexure referred to in paragraph 4, 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 purposes of our audit;

(b) In our opinion, the Company has maintained proper books of account, as required by law, in so far as appears from our examination of those books;

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

(e) On the basis of the confirmation received from the Directors, and taken on record by the Board of Directors, none of the Directors is disqualified as on June 30, 2009 from being appointed as a Director in terms of section 274 (1) (g) of the Act; as on the said date.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give a true and fair view in conformity with the accounting principles generally accepted:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2009, and

(ii) In the case of the Profit and Loss Account, the profit and loss for the period from July 1, 2008 to June 30, 2009.

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

RR FINANCIAL CONSULTANTS LIMITED ANNEXURE TO AUDITORS’ REPORT - 30th, June 2009

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

(b) Fixed assets were physically verified during the period and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

2 (a) The inventory of shares / debentures has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3 (a) The Company has granted unsecured loan to companies covered in the register maintained under section 301 of the Companies Act, 1956. The detail are as follows:

S.No. Number of Parties Maximum outstanding (Rs. lacs) Year end Balance (Rs. lacs)

1. Five 1050.73 1042.22

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) The loan is recoverable on demand.

(d) There is no overdue amount in excess of Rs. 1 Lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken unsecured loans, from persons covered in the register maintained under section 301 of the Act. The details are as follows:

S. No. Number of Parties Maximum outstanding (Rs. lacs) Year end Balance (Rs. lacs)

1. Five 609.51 566.85

(f) In our opinion, terms and conditions of the loans taken by the Company are primaFacie not prejudicial to the interest of the Company.

(g) The loan is repayable on demand.

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

5 (a) In our opinion, the contracts or arrangements referred to in section 301 of the Act, that need to be recorded in the register required to be maintained under the said section, have been adequately recorded.

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

6 The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provision of the Act, and the rules framed there under.

7 In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8 The Company is not covered by the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9 (a) In our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty and cess, as applicable, with the appropriate authorities except service tax and there are delays in depositing of Provident Fund and ESI , amount not quantified by the management.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty, excise duty except service tax were in arrears, as at the end of the year for a period of more than six months from the date they became payable and provident Fund and ESI are in arrears

(c) There are no dues of sales tax, income tax, customs duty, wealth-tax, excise duty and cess, which have not been deposited on account of any dispute.

10. There are no accumulated losses in the company. The company has not incurred cash losses in the financial year covered by our audit but incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute, applicable to chit fund / nidhi / mutual benefit fund/societies, are not applicable to the Company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company has maintained proper records of transactions and contracts in respect of trading in

securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name.

15. In our opinion, and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantee for loans taken by a Subsidiary from banks or financial institutions are not prejudicial to the interest of the company.

16. The Company has not obtained any term loans during the year.

17 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 a short-term basis, which have been used for long-term investments.

18 According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The Company has not issued any debentures, and accordingly, the creation of a security or charge does not arise.

20 The Company has not raised any money by public issue during the period.

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

For Sandeep Ramesh Gupta & Co. Chartered Accountants

Sd/- Place: New Delhi Sd Sandeep Gupta Dated: 30.09.2009 I Membership No.: 90039