Auditor Report of Ashram Online.com Ltd.

Mar 31, 2012

1. I have audited the attached Balance Sheet of M/s Ashram Online.Com Limited as at 31st March, 2012 and also the Profit & Loss account and the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 & disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the companies order, 2003, issued by the central govt. of India in terms of section 227 (4A) of the companies act, 1956, I give in the annexure, a statement on the matters specified in paragraphs 4 of the said order.

4. Further to my comments in the annexure referred to in Para 3 above, I report that:

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit. In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books.

(b) the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance Sheet, Profit & 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.

(d) On the basis of the written representation received from the directors as on 31st March 2012 and taken on record by board of directors, I report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies act, 1956 as regards government. nominee directors, they are exempted from the provision of section 274 (1) (g) in view of general circular issued by the department of company affairs.

5. in my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the other 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 :

a) in case of the Balance Sheet of the state of affairs of the company as at 31st March, 2012;

b) in case of Profit & Loss account of the profit for the year ended on that date, and

c) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGARAPH 3 OF OUR REPORT OF EVEN DATE RE: ASHRAM ONLINE.COM LIMITED

(I) In respect of its fixed assets:

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

(b) The company has physically verified certain assets during the year in accordance with a programe of verification, which in my opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information & explanation given to me no material discrepancies were noticed on such verification.

(c) In my opinion and according to the information and explanation given to me, the Company has not made any substantial disposals during the year.

(II) In respect of its inventories:

As explained to me, there are no inventories in the company, Hence the verification and valuation is not called for.

(III) (a) The company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms and other parties covered in the register maintained under section 301 of the Act.

(b) Since there are no such loans , the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV) In my opinion and according to the information and explanation given to me, there are adequate internal control procedures commensurate with the size of he company and nature of its business.

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review.

(VII) In my opinion, the company has adequate internal audit system commensurate with the size of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1) (d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to the information and explanation given to me, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no outstanding Sales tax, Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following:

Financial period to Act Nature of dues Forum where dispute Amount which the amount is pending (Rs in Lakhs) relates to

1993-94 & Income Tax Act Income Tax Madras High Court- 94-95 Stay obtained 188.68

1994-95, Income Tax Act TDS Madras High Court- 95-96 & 96-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs 1392645/- The company does not have accumulated losses at the end of the financial year.

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Pronotes, post dated instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or 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 my 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) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(XVI) There were no term loans obtained by the company during the year.

(XVII) According to the cash flow statement and other records examined by me and the information and explanations given to me, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have any outstanding debentures during the year.

(XIX) The company has not issued any debentures and no securities and charges are required to be created.

(XX) The company has not raised any money by public issue during the Year.

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

K SUBRAMANYAM & CO.,

CHARTERED ACCOUNTANTS,

Sd/-

Place : Chennai K SUBRAMANYAM

Date : 31.05.2012 PROPRIETOR

Membership No. 023663

---

Mar 31, 2010

1 I have audited the attached Balance Sheet of M/s Ashram Online Com Limited as at 31st march, 2010 and also the Profit & Loss account and the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management My responsibility is to express an opinion on these financial statements based on my audit

2 I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 & disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation I believe that my audit provides a reasonable basis for my opinion

3. As required by the companies order, 2003, issued by the central govt of India in terms of section 227 (4A) of the companies act, 1956, I give in the annexure, a statement on the matters specified in paragraphs 4 of the said order.

4 Further to my comments in the annexure referred to in Para 3 above, I report that:

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit. In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books

(b) the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance Sheet, Profit & 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.

d) On the basis of the written representation received from the directors as on 31" March 2010 and taken on record by board of directors, I report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies act, 1956 as regards government. nominee directors, they are exempted from the provision of section 274 (1) (g) in view of general circular issued by the department of company affairs

5. in my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the other 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 :

a) in case of the Balance Sheet of the state of affairs of the company as at 31st March, 2010;

b) in case of Profit & Loss account of the profit for the year ended on that date, and

c) in case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGARAPH 3 OF OUR REPORT OF EVEN DATE RE: ASHRAM ONLINE-COM LIMITED

(I) In respect of its fixed assets:

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

(b) The company has physically verified certain assets during the year in accordance with a programme of verification, which in my opinion provides for physical verificantion of the fixed assets at reasonable intervals. According to the information & explanation given to me no material discrepances were noticed on such verification.

(c) In my opinion and according to the information and explanation given to me, the Comp~ny has not made any substantial disposals during the year

(II) In respect of its inventories:

As explained to me, there are no inventories in the company, Hence the provisions relating to the same are not applicable to the company

(iil) (a) The company has neither granted nor taken any loan, secured or unsecured, to I from companies, firms and other parties covered in the register maintained under section 301 of the Act

(b) Since there are no such loans . the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV} In my opinion and according to the information and explanation given to me, there are adequate internal control procedures commensurate with the size of he company and nature of its business

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review

(VII) In my opinion, the company has adequate internal audit system commensurate with the size of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities According to the information and explanation given to me, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding. at the year end for a period of more than six months from the date they became payable

According to the records of the Company, there are no outstandmg Sales tax. Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following

Financial period to Act Nature of dues Forum where dispute Amount Which the is pending (Rs in Lakhs) amount relates to

1993-94 & Income Tax Act Income Tax Madras High Court - 94-95 Stay obtained 189

1994-95, Income Tax Act TDS Madras High Court - 95-96 & 96-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs 1283258/- The company does not have accumulated losses at the end of the financial year

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Pronotes, post dated instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or nidhi/mutual benefit fund/society therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(XIV) In my 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 (Auditors Report) Order, 2003 are not applicable to the company

(XV) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions

(XVI) There were no term loans obtained by the company during the year.

(XVII) According to the cash flow statement and other records examined by me and the information and explanations given to me, on overall basis, funds raised on short term basis have, prima face, not been used during the year for long term investment and vice versa, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have any outstanding debentures during the year

(XIX) The company has not issued any debentures and no securities and charges are required to be created

(XX) The company has not raised any money by public issue during the Year.

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

KSUBRAMANYAM & CO.,

CHARTERED ACCOUNTANTS,

Sd/-

Place: Chennai K SUBRAMANYAM

Date : 31.05.2010 PROPRIETOR

M. No 023663

---

Mar 31, 2009

1. I have audited the attached Balance Sheet of M/s Ashram Online Com Limited as at 31 st March-. 2009 and also the Profit & Loss account and the cash flow statement of the company for the year . ended on that date annexed thereto. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on those financial statements based on my audit."

2.I conducted my audit in accordance with auditing standards genes ally accepted in India. These standards require that I plan and perform The audit to obtain reasonable assurance about whether the financial statements are tree of meterial misstatement. An audit includes examining,, on a test basis, evidence supporting the amounts & disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation. J believe that my audit provides a reasonable basis tor my opinion.

3. As required by the companies order, 2008, issued by the central govt. of India in tenns of section 227 (4A) of the companies act, 1956, 1 give in the annexure.. a statement on the matters specified in paragraphs of the said order.

4. Further to my comments in the annexure referred to ,in Para 3 above, I report that.

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books.

(b) The Balance Sheet. Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance sheet. Profit & Loss account and Cash Flow state-merit dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the companies act. 1958.

{d} On tne basis of the written representation received from the directors as on 31st March 2000 and taken on record by board of directors, I report that none of the directors is disqualified as on 31" March. 2009 from being appointed as a director in terms of Clause (g) of sub section [1) of section 274 of the companies act, 1956 as regards government. Nominee directors, they are exempted from the provision of section 274 {1} (g) in view of general circular issued by the department of company affairs.

5. In my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the other 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 ;

a) in case of the Balance Sheet of the state of affairs of the company as at 31st March, 2009;

b} in case of Profit & Loss account of the profit for the year ended on that date, and

c) In case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGARAFH 3 OF OUR REPORT OF EVEN PATE

RE: ASHRAM ONLINE.COM LIMITED

(I) In respect of its fixed assets:

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

(b) The company has physically verified certain assets during the year in accordance with a programme of verification, which in my opinion provides for physical verification of the fixed assets 3t reasonable intervals. According to the information & explanation given to me no material discrepancies were noticed on such verification.

(c) In my opinion &. according to the information & explanation given to me, the Company has not made any substantial disposals during the year.

(II) In respect of its inventories:

As informed to me there are. no inventories in the company during the year under review hence the verification and valuation of the same is not called for.

(III) (a) The company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms and other parties covered in the register maintained under section 301 of the Act.

(b) Since there are no such loans, the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV) In my opinion and according to the information and explanation given to me, there arc adequate internal control procedures commensurate with the size of the company and nature of its business.

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained undar section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review.

(VII) In my opinion, the company has adequate internal audit system commensurate with the see of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1) (d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities According to the information and explanation given to me, no undisputed amounts payable in respect of income Lax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no outstanding Sales tax, Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following:

Financial period to Ad Nature of dues Forum where dispute Amount which the amount is pending (Rsin Lakhs) relates to

1993-94 & Income Tax Act Income Tax Madras High Court - 94-95 Stay obtained 189

1994-95, Income Tax Act TDS Madras High Court 95-96 & 98-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs.1788171/-. The company does not have accumulated losses at the end of the financial year

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Prorates, post dated Instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or nidhi/mutual benefit fund/society, therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(XIV) in my 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 (Auditors Report) Order, 20O3 are not applicable to the company.

(XV) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(XVI) There were no term loans obtained by the company during the year,

(XVII) According to the cash flow statement and other records examined by me and the Information and explanations given to me. on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice verss, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have arty outstanding debentures during the year.

(XIX) The company has not issued any debentures and no securities and charges are required to be created,

(XX) The company has not raised any money by public issue during the year

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

K SUBRAMANYAM & CO,, CHARTETED ACCQUNTANTS, Sd/-

Place; Chennai K SUBRMANYAM Date :30.08.2009 PROPRIETOR

Membership No. 023883