1.  We have audited the attached Balance Sheet of ROYAL INDIA
 CORPORATION LIMITED (Formerly Known As Natraj Financial & Services
 Limited) as at 31st March 2012 and also the statement of Profit & 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 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.
 
 In Accordance with the provisions of Section 227 of the Companies Act,
 1956, we report that:
 
 1.  As required by the Companies (Auditor''s Report] Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 and on the basis of such checks of books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us during the course of
 audit, we enclose in the Annexure a statement on the matters specified
 in paragraphs 4 and 5 of the said Order.
 
 2.  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 examination of
 these books.
 
 III. 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.
 
 IV. In our opinion the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report are in compliance with
 the Accounting Standards referred to in sub section (3C) of section 211
 of the Companies Act, 1956.
 
 V.  On the basis of the information and explanations given to us, and
 on the basis of written representations received from the Directors and
 taken on record, none of the directors of the company 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.
 
 VI. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 Significant Accounting Policies and other notes thereon, give the
 information required by the Companies Act, 1956 in the manner so
 required and give a true and fair view:
 
 i) In the case of the Balance sheet, of the state of affairs of the
 Company as at 31st March 2012.  ii) In the case of the Statement of
 Profit & Loss, of the Profit of the Company for the year ended on that
 date; and
 
 iii) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE REFER TO IN PARAGRAPH 1 OF OUR REPORT DATED 30th MAY, 2012, TO
 THE MEMBERS OF ROYAL INDIA CORPORATION LIMITED (Formerly Known As
 NATRAJ FINANCIAL & SERVICES LIMITED)
 
 1.  (a) The Company has maintained proper records showing full
 Particulars, including quantitative details and situation of fixed
 Assets on the basis of information available.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management during the year. There is a regular
 programme of verification which, in our opinion, is reasonable having
 regard to the size of the company and the nature of its assets. No
 material discrepancies were noticed on such physical verification.
 
 (c) In our opinion and according to information and explanation given
 to us no substantial part of fixed asset has been disposed off by the
 company during the year and the going concern status of the company is
 not affected.
 
 2.  (a) As explained to us, the inventory of the company has been
 physically verified by the management In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion and according to information and explanation given
 to us, the procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to size of the
 company and the nature of its business.
 
 (c) In our opinion, the company is maintaining proper records of
 inventory. As per the information and explanations provided to us and
 having regard to the size of the company, no material discrepancies
 have been noticed on physical verification of inventory as compared to
 book records.
 
 3.  (a) The Company has not granted any loans to party covered in
 register maintained under section 301 of the Companies Act, 1956, hence
 Para (b) to (d) of the clause 4 (iii) of the order is not applicable to
 the company.  (b) The Company has not taken loans from party covered in
 the register maintained under Section 301 of the Companies Act, 1956,
 hence Para (f) to (g) of the clause 4 (iii) of the order is not
 applicable to the company.
 
 4.  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 with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services. Further, on the basis of our
 examination of the books and records of the company, and according to
 the information and explanation given to us, we have neither come
 across nor have been informed of any continuing failure to correct
 major weaknesses in the aforesaid internal control procedures.
 
 5.  (a) In respect of transactions covered under section 301 of the
 Companies Act, 1956. In our opinion and according to the information
 given to us, there are no such transactions made in pursuance of
 contracts or arrangements that needed to be entered into in the
 register maintained under section 301 of the Companies Act, 1956, hence
 Para (b) of the clause 4 (v) of the order is not applicable to the
 company.
 
 6.  The Company has not accepted any deposits during the year and
 consequently the provision of section 58A and 58AA of the Companies
 Act, 1956 and the rules framed there under are not applicable.
 
 7.  In our opinion, the Company has an Internal Audit System
 commensurate with the size and nature of the business.
 
 8.  We have been informed that the maintenance of cost records has not
 been prescribed by the central government under section 209(1) (d) of
 the Companies Act, 1956.
 
 9.  (a) According to the information and explanation given to us the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including income tax, sales tax, wealth tax,
 customs duty, excise duty, service tax, cess and other material
 statutory dues applicable.  b) According to the information and
 explanation given to us no undisputed statutory dues including income
 tax, sales tax, wealth tax, customs duty, excise duty, service tax,
 cess and other material statutory dues applicable were in arrears as at
 31.03.2012 for a period of more than six months from the date they
 became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of income tax, sales tax, customs duty, wealth tax, service
 tax, excise duty and cess which has been deposited on account of any
 dispute except the below:
 
 Name of the                                 Year to which   Forum which
                  Nature of
                  the Dues      Amount 
                               Disputed Rs.
 Statute                                     amount related  Dispute is
                                                             pending
 
 Income Tax Act,  Income Tax
                     and       3,46,14,261/-   AY. 2007-08   Commissio
                                                             -ner of
 1961             Interest 
                  thereon                                    Income Tax
                                                             (Appeal)
 
                  Income Tax
                  and    
 Income Tax Act,                                             Commissio
                                                             -ner of
                  Interest 
                  thereon      9,77,02,258/-   AY. 2010-11  
 1961                                                        Income Tax
                                                             (Appeal)
                  (Substantive 
                   Addition)                                  
 
 Bombay Stamp                                                Dy. Superin
                                                             -tendant of
                  Stamp Duty     30,75,492/-   F.Y. 2010-11 
 Act, 1958                                                   Stamps
 
 10.  The Company does not have any accumulated losses at the end of the
 year. The company has not incurred any cash losses for the year under
 review and immediately preceding such current year.
 
 11.  According to the records of the company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to Financial Institution or Banks.
 
 12.  We are informed that the company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and the securities. Accordingly the provisions of the clause
 4 (xii) of the order are not applicable to the company.
 
 13.  The Company is not a chit fund or a nidhi/mutual benefit
 fund/society. Accordingly the provisions of the clause 4 (xiii) of the
 order are not applicable to the company.
 
 14.  In our opinion, the company has maintained proper records of the
 transactions and contracts of the investments dealt in by the company
 and timely entries have been made therein. The investments made by the
 company are held in its own name.
 
 15.  According to the information and explanation given to us the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  According to the information and explanation given and based on
 the documents and records produced, on an overall basis, the company
 does not have any term loans for the given period, Accordingly the
 provisions of the clause 4 (xvi) of the order are not applicable to the
 company.
 
 17.  According to the information and explanations provided to us and
 an overall examination of the balance sheet and the cash flow statement
 of the Company, in our opinion no funds raised on short term have been
 used for long term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Companies Act, 1956. Accordingly the provisions of the
 clause 4 (xviii) of the order are not applicable to the company.
 
 19.  According to the information and explanations provided to us,
 during the year the Company has not issued any Debentures. Accordingly
 the provisions of the clause 4 (xix) of the order are not applicable to
 the company.
 
 20.  According to the information and explanations provided to us,
 during the year the Company has not raised any money by way of public
 issues.  Accordingly the provisions of the clause 4 (xx) of the order
 are not applicable to the company.
 
 21.  Based upon the Audit procedures performed and information and
 explanation given to us, we report that no fraud on or by the company
 has been noticed or reported during the course of our audit
 
 For DMKH & Co.
 
 Chartered Accountants
 Firm Reg. No. - 116886W
 
 Sd/-
 
 CA Omprakash Somani
 
 Partner
 
 M. No. 123830
 
 Place: Mumbai.
 
 Date: 30th May, 2012