1.  We have audited the Balance Sheet of RR Financial Consultants
 Limited as at June 30, 2012, 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, 2011 to June 30, 2012, 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 a proper book 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, 2012 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, 2012, and
 
 (ii) In the case of the Profit and Loss Account, the profit for the
 period from July 1, 2011 to June 30, 2012.
 
 (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 2012
 
 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       Year end Balance
                              outstanding    
                             (Rs. lacs)       (Rs. lacs)
 
 1.         Four                  79.42           11.00
 
 (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 301of the Act. The details are as
 follows:
 
 S. 
 No.  Number of Parties    Maximum           Year end Balance
                           outstanding 
                           (Rs.lacs)             (Rs.lacs)
 
 1.           Four            225.34              193.34
 
 (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
 some delays in depositing of service tax.
 
 (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 and
 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 the Subsidiaries 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
 
 Dated: 29.08.2012                       Membership No.: 90039