Auditor Report of Rich Universe Network Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of the unit M/s Rich Universe Network Limited, 7/125 (C-2), IInd Floor, Swaroop Nagar, Kanpur which comprise the Balance Sheet as at 31s' March 2015, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant Accounting Policies and other explanatory information.

Management's responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the company has not completely followed Schedule II of the companies Act 2013 for depreciation of fixed assets & its effect on Profit & Loss a/c, 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 March 31, 2015;

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books.

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

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

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

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

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

ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii) As informed by the company, there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased program of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

(a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals/ (at the end of the year) by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods (and/services). During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) The company has not received any public deposits during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii)ln respect of statutory dues;

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, the disputed statutory dues in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues that have not been deposited on account of matters pending before appropriate authorities are as follows:

Nature of dues/ Amount due (Rs. Period of which Forum where Payments in Lacs) the amount amount is . Relates pending

Income Tax 216.59 A.Y.2002-03 High Court*

Income Tax 41.55 A.Y.2001-02 -do-*

Income Tax 114.99 A.Y.2000-01 -do-*

Income Tax 67.88 A.Y.I999-00 -do-*

Income Tax 0.49 A.Y.I993-94 -do-*

Income Tax 0.64 A.Y.1994-95 -do-*

Income Tax 2.45 A.Y.I995-96 -do-*

444.59

Amount 27.72 EARLIER I.T. DEPTT. Paid(I.Tax) YEARS

SEBI 12.54 EARLIER SEBI YEARS

Service Tax 3.20 A.Y. 2011-12 S.TAX DEPTT.

Balance Due 432.61

* the above has not been acknowledged as debt as on"27.05.2015.

(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

(viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

(ix)In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

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

(xi)The company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For RAJANI MUKEH & ASSOCIATES

CHARTERED ACCOUNTANTS

C.A. MUKEH RAJANI

Proprietor

Place: Kanpur

Date : 27.05.2015

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Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying Financial Statements of the unit M/s Rich Universe Network Limited, 7/125 (C-2), IInd Floor, Swaroop Nagar, Kanpur which comprise the Balance Sheet as at 31st March 2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant Accounting Policies and other explanatory information.

2. Management''s responsibility for the Financial Statements

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

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

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

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

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

Annexure

Referred to in paragraph 5 of our report of even date

Re: Rich Universe Network Limited

(Previously known as Rich Capital & Financial Services Limited)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a programme for physical verification of fixed assets on a rotational basis, which in our opinion is reasonable having regard to the nature of business. Accordingly, the management during the year has physically verified certain fixed assets and no material discrepancies were noticed by such verification.

(c) During the year, there was no substantial disposal of fixed assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) The procedures for physical verification of inventory 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 and no material discrepancies were noticed on physical verification as compared to book records.

(iii) The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) According to the information and explanation provided by the management, we are of the opinion that the transactions of Purchase of goods and Materials and sale of goods, materials and services aggregating during the year to Rs.500000/- or more in respect of each party in Pursuance of contracts or engagements entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us the transaction with parties with whom transactions exceeding value of Rupees five lakhs have been entered into during the financial year are at prices which are reasonable having regards to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under apply.

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

(viii) The provision for maintenance of cost records does not apply to the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education and Protection fund employees state insurance, sales-tax, wealth-tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of 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.

(b) According to the records of the company, the disputed statutory dues on account of sales tax, income tax, custom duty, wealth tax, excise duty and cess that have not been deposited on account of matters pending before appropriate authorities are as follows:

Nature of dues/ Amount due (Rs. Period of which Forum where Payments In Lacs) the amount amount is Relates pending

Income Tax 176.39 A.Y. 2004-05 ITAI-Lko

Income Tax 79.91 A.Y. 2007-08 ITAI-Lko

Income Tax 145.20 A.Y. 2003-04 ITAI-Lko

Income Tax 216.59 A.Y. 2002-03 High Court* Income Tax 41.55 A.Y. 2001-02 -do-*

Income Tax 114.99 A.Y. 2000-01 -do-*

Income Tax 67.88 A.Y. 1999-00 -do-* Income Tax 0.49 A.Y. 1993-94 -do-*

Income Tax 0.64 A.Y. 1994-95 -do-*

Income Tax 2.45 A.Y. 1995-96 -do-*

846.09

Amount 27.52 Paid(I.Tax)

Balance Due 818.57

* the above has not been acknowledged as debt as on 28.05.2014.

(x) The company has no accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

(xi) Based on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of share debentures and other securities.

(xiii) In our opinion, the Company is not a Chit and Nidhi / mutual benefit fund / society, Therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

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

(xvi) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on sort term basis have been used for long-term investment No long-term funds have been used to finance short-term assets except working capital.

(xvii) The company has not made any preferential allotment of share to parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xviii) The Company has not raised any money through a public issue during the year.

(xix) According to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For RAJANI MUKESH & ASSOCIATES CHARTERED ACCOUNTANTS

(C.A. MUKESH RAJANI) Proprietor Place: Kanpur Date: 28.05.2014

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying Financial Statements of the unit M/s Rich Universe Network Limited, 7/125 (C-2), TInd Floor, Swaroup Najjar, Kanpur which comprise the Balance Sheet as at 31st March 2013, and the statement of Profit and Lobs and Cash How Statement for the year then ended, and a summary of significant Accounting Policies and other explanatory information.

2. Management''s- responsibility for tlie Financial Statements

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

& Auditor''s Responsibility

Out responsibility is to express an opinion on these firuLntiuI 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 aie free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including, the as -L-ssn-iL:nt of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according tq^iiSSSfaSa^ons given to us, the financial statements give the information required b^,cfe3™rlnJSte^iiamier so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

{b] in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Req uirements

As required by the Companies (Auditor''s Report) Order, 200$ ("the Order") issued by the Central Government of India in terms of sub-sccUnn (4A) of section 227 of Lhe Act, we give in the Annejflire a statement on the matters specified in paragraphs 4 and 5 of the Order,

2. As required by section 227(3) of the Act, we report that

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

br in OBI Opinion proper books of account as required by law haw been kept by the Company so far ds appears from our cxtimiiiuliun of those books [and proper returns adequate for the purposes of out audit have been received from branches not visited by usj;

c., the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by thia Report are in agreement with the books of account [and with the returns received from branches not visited by us];

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

e, on the basis of written representations received from the directors as on March 31, 2D13, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of subjection (1) of section 274 of Llit! Companies Act, 1956.

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

Annexure

Referred to in paragraph 5 of our report of even date

Re: Rich Universe Network Limited

(Previously known us Rich Capital & Financial Services Limited)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fificd assets.

(b) The Company has a programme for physical verification of fixed assets on a rotational basis, which in cur opinion is reasonable having regard to the nature of business. Accordingly, the management during the year has physically verified certain fixed assets and no material discrepancies were noticed by such verification. («.) During the year, there was no substantial disposal of fixed assets.

(ii) (a) The management lias conducted physical verification of inventory at reasonable intervals.

(b) The procedures for physical verification of inventory 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 and no material discrepancies were noticed on physical verification a* compared to book records.

(iii) The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensuraLe with the size of the company and the nature of its business., for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) According to the information and explanation provided by the management, we are of the opinion that the transactions of Purchase of goods and Materials and sale of goods, materials and services aggregating during the year to Ks.500D/- or more in respect of each party in Pursuance of contracts or engagements entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according tu the information and explanations given to us the transaction with parties with whom transactions exceeding value of Rupee* five lakhs have been entered into during the financial year are at prices which are reasonable having regards to the prevailing market prices at the relevant time,

(vi> The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank oflndia and the provisions of section 58 A and 58 A A of the Companies Act, 105f> and the rules framed there under apply,. _

(vii) Tn our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The provision for maintenance of cost records does not apply to the company.

(ix) (a) The company is generally regular in depositing vith appropriate authorities, undisputed statutory dues including provident fund, investor education and Protection fund employees state insurance, sales-tax., wealth- lax, custom duty, excise duty, cess and other material statutory dues applicable to it According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, sales-Lax, customs duty and excise duty were outstanding, at the year end for a period of more than six moths from the date they become payable.

(x) The company has no accumulated losses at tlie end of Hie financial year and has not inclined any cash lasses in the current and immediately preceding financial year.

(xi) Based on the information and explanations given by the management, we arc of the opinion that the Company lias not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of share dcbL-nLures and other securities.

{xiii) In our opinion, the Company is not a Chit and Nidhi / mutual benefit fund / society-, Therefore, tlie provisions of clause 4(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

(xv) According to the information and explanations given U> us. the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to its- and on overall examination of the balance sheet of die Company, we report that no funds raised on sort lenn basis have been used for long-term investment. "No long- term funds have been used to finance short-term assets except working capital.

(xvij) The company has not made any preferential allotment of share to parties or Companies covered in fhe register maintained under section 301 of the Companies Act, L956,

(sviii) The Company has nui raised any money through a public issue during the year.

(xix) According to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

FOR RJCH UNIVERSE NETWORK LIMITED

Place: Kunptir (Shashwat Agarwal) (Rajcev Agarwal)

Date: 02.09.2013 C.M.D. Director

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Rich Universe Network Limited (Previously known as Rich Capital & Financial Services Limited) as at 31st March, 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an option on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain to reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on at 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. As required by the Companies (Auditor's Report) Order, 2003 (the order) issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examinations of those books.

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with report comply with the accounting standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956,

(v) On the basis of the written representations from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274 (1) (g) of the Companies Act, 1956,

(vi) In our opinion, and to the best of our information and according to the explanations given to us, the said account read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner o required and give a true and fair view in conformity with accounting principles generally accepted in India,

(a) In the case of the Balance Sheet, of the statement of affairs of the Company as at 31st March, 2012,

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date, and

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

Annexure Referred to in paragraph 3 of our report of even date

Re: Rich Universe Network Limited

(Previously known as Rich Capital & Financial Services Limited)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a programme for physical verification of fixed assets on a rotational basis, which in our opinion is reasonable having regard to the nature of business. Accordingly, the management during the year has physically verified certain fixed assets and no material discrepancies were noticed by such verification.

(c) During the year, there was no substantial disposal of fixed assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) The procedures for physical verification of inventory 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 and no material discrepancies were noticed on physical verification as compared to book records.

(iii) The company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) According to the information and explanation provided by the management, we are of the opinion that the transactions of Purchase of goods and Materials and sale of goods, materials and services aggregating during the year to Rs.500000/- or more in respect of each party in Pursuance of contracts or engagements entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us the transaction with parties with whom transactions exceeding value of Rupees five lakhs have been entered into during the financial year are at prices which are reasonable having regards to the prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under apply.

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

(viii) The provision for maintenance of cost records does not apply to the company.

(ix) (a) The company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education and Protection fund employees state insurance, sales-tax, wealth- tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, sales-tax, customs duty and excise duty were outstanding, at the year end for a period of more than six moths from the date they became payable.

(b) According to the records of the company, the disputed statutory dues on account of sales tax, income tax, custom duty, wealth tax, excise duty and cess that have not been deposited on account of matters pending before appropriate authorities are as follows:

Nature of dues/ Amount due (Rs. Period of which Forum where Payments In Lacs) the amount amount is Relates pending

Income Tax 176.39 A.Y. 2004-05 CIT(A)-II, Knp.

Income Tax 79.91 A.Y. 2007-08 CIT(A)-Knp.

Income Tax 145.20 A.Y.2003-04 CIT(A)-II, Knp.

Income Tax 216.59 A.Y.2002-03 High Court*

Income Tax 41.55 A.Y.2001-02 -do-*

Income Tax 114.99 A.Y.2000-01 -do-*

Income Tax 67.88 A.Y. 1999-00 -do-*

Interest Tax 0.49 A.Y. 1993-94 -do-*

Interest Tax 0.64 A.Y. 1994-95 -do-*

Interest Tax 2.45 A.Y. 1995-96 -do-*

SEBI 1.50 F.Y.2011-12 SAT

847.59

Amount 26.94

Paid(I.Tax) Balance Due 820.65

* the above has not been acknowledged as debt as on 31.08.2012

(x) The company has no accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

(xi) Based on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by wav of pledge of share debentures and other securities.

(xiii) In our opinion, the Company is not a Chit and Nidhi / mutual benefit fund / society, Therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

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

(xvi) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on sort term basis have been used for long-term investment No long- term funds have been used to finance short-term assets except working capital.

(xvii) The company has not made any preferential allotment of share to parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xviii) The Company has not raised any money through a public issue during the year.

(xix) According to the information and explanations given to us, we report that no 'fraud on or by the Company has been noticed or reported during the year.

For RAJANI MUKESH CHAF|TERED

Place: Kanpur

Date: 31.08.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Rich Capital & Financial Services Limited as at 31st March,2010 and also the Profit and Loss account and the Cash-Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an option on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain to reasonable assurance about whether the financial statements are free of material mis statement. An audit includes examining, on at 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. As required by the Companies (Auditor's Report) Order, 2003 (the Order) issued by The Central Government of India in term of sub-section (4A) of section 227 of the companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred tc above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examinations of those books.

(iii) Balance sheet, profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts;

(iv) 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, l956;

(v) On the basis of the written representations from the directors, as on 31st March, 2Q10 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of section 274(1)(g) of the companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said account read together with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the statement of affairs of the Company as at 31st March,2010.

(b) In the case of the Profit and Loss account, of the profit for the year ended on that date.

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

For RAJANI MUKESH & ASSOCIATES CHARTERED ACCOUNTANTS

(C.A.MUKESH RAJANI) Proprietor Place: Kanpur Date : 25.08.2010