1.  We have audited the attached Balance Sheet of TIMES GUARANTY LTD.
 (the company) as at March 31, 2012 and also the Profit and Loss
 Account and Cash Flow Statement for the year ended on that date,
 annexed thereto, which we have signed under reference to this report.
 These financial statements are the responsibility of the Management of
 the Company. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We have 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 misstatement. 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.  As required by the Companies (Auditors'' Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956, (the Act) and on the basis of such checks as we
 considered appropriate, and according to the information and
 explanations given to us, we give in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order to the extent
 applicable to the Company.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 our audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In our opinion, the Balance Sheet and Profit & Loss Account dealt
 with by this report have been prepared in compliance with the
 applicable accounting standards referred to in Section 211 (3C) of the
 Act.
 
 e) On the basis of the written representations received from the
 Directors and taken on record by the Board of Directors of the Company,
 none of the Directors is disqualified as on March 31, 2012 from being
 appointed as a Director in terms of clause (g) of sub-section (1) of
 Section 274 of the Act;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said Financial Statement read with
 the Notes thereon and attached thereto give in the prescribed manner,
 the information required by the Companies Act, 1956 in the manner so
 required and also gives a true and fair view in conformity with the
 accounting principles generally accepted in India;
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012
 
 ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date ;
 
 iii) in so far it relates to the Cash Flow Statement, of the cash flows
 for the year ended on that date.
 
 Annexure referred to in paragraph 3 of Auditors'' Report of even date to
 the members of Times Guaranty Limited on the Accounts for the year
 ended March 31, 2012.
 
 1.  a) The Company has maintained proper records to show full
 particulars, including quantitative details and situation, of its fixed
 assets.
 
 b) The Management has physically verified the fixed assets of the
 Company during the year and no discrepancies between the book records
 and the physical inventory were noticed.
 
 c) During the year, the Company has not disposed off substantial parts
 of fixed assets.
 
 2.  a) The inventory (excluding stocks with the third parties) has been
 physically verified by the management during the year. In respect of
 inventory lying with the third parties, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 b) The procedures of 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 discrepancy was noticed on physical verification.
 
 3.  a) As informed, the Company has not granted any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956. As the company
 has not granted any loans, secured or unsecured, to parties listed in
 the Register maintained under Section 301 of the Companies Act, 1956,
 paragraph (iii)(b), (c) and (d) of the Order, are not applicable.
 
 b) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956. As
 the company has not taken any loans, secured or unsecured, to parties
 listed in the Register maintained under Section 301 of the Companies
 Act, 1956, paragraph (iii)(f) and (g) of the Order, are not applicable.
 
 4.  In our opinion, and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of fixed assets and for the sale of services. During the
 course of our audit, we have neither come across nor have we been
 informed of any instance of continuing failure to correct major
 weaknesses in the aforesaid internal control procedures.
 
 5.  According to the information and explanation given to us and on the
 basis of audit procedures performed by us, there are no contracts
 referred to in Section 301 of the Companies Act, 1956, entered into by
 the company that has to be entered into in the register required to be
 maintained under this section, and paragraph (b) of the order is not
 applicable.
 
 6.  According to the information and explanation given to us and on the
 basis of audit procedures performed by us, the company has not accepted
 any deposits from the public to which the directives issued by Reserve
 Bank of India and the provisions of Section 58A and 58AA or any other
 relevant provisions of the Companies Act, 1956 and the rules framed
 there under apply.
 
 7.  According to the information and explanation given to us and on the
 basis of audit procedures performed by us, we are of the opinion that
 the Company''s present internal audit system is commensurate with its
 size and the nature of its business.
 
 8.  The Central government has not prescribed the maintenance of cost
 records by the Company under clause (d) of sub-section (1) of Section
 209 of the Companies Act, 1956.
 
 9.  a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident
 
 fund, investor education and protection fund, employees'' state
 insurance, income-tax, sales-tax, wealth-tax, service-tax, customs
 duty, excise duty, cess and other material statutory dues applicable to
 it.
 
 b) According to the information and explanations given to us, there is
 no undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income- tax,
 wealth-tax, service-tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from which they became payable.
 
 c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service-tax, customs-duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Name of the    Nature of the     Amount    Period to   Forum where
 statute        dues             (Rs. in    which the   dispute is
                                  Lakhs)       amount   pending
                                              relates
 
 Income Tax     Income Tax        113.06      1993-94   ITAT
 Act 1961       Liability
 
 Income Tax     Income Tax          1.90      2009-10   CIT
 Act 1961       Liability
 
 Bombay Sales   Sales Tax           3.92      1998-99   Tribunal
 Tax Act,       Liability
 1959
 
 Bombay Sales   Lease Tax          15.67      1998-99   Tribunal
 Tax Act,       Liability
 1959
 
 
 10.  The company has no accumulated losses as at the end of the
 financial year. The company has not incurred any cash losses either
 during the current financial year, and in the immediately preceding
 financial year.
 
 11.  According to the information and explanation given to us and on
 the basis of audit procedures performed by us, no amount was borrowed
 from any financial institutions or bank and no debentures were issued
 by the company.
 
 12.  According to the information and explanation given to us and on
 the basis of audit procedures performed by us, 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.  In our opinion, considering the nature of activities carried on by
 the Company during the year, the provisions of any special statute
 applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not
 applicable to it.
 
 14.  According to the information and explanations given to us and on
 the basis of audit procedures performed by us, in respect of dealing or
 trading in securities, debentures and other investments, we report as
 under :
 
 a) The company has maintained proper records for the transaction and
 contract made for purchase and sale of shares, securities, debentures
 or other investments during the year;
 
 b) The company has timely entered the transaction and contracts in
 their records;
 
 c) On verification of record and according to the information given to
 us the investments are held in the company''s name only.
 
 15.  As informed to us, the Company has not given any guarantee for the
 loans taken by others from banks or financial institutions during the
 year.
 
 16.  According to the information and explanation given to us, the
 Company have not taken any term loans during the year.
 
 17.  According to the information and explanation given to us, the
 Company has not raised any short-term loans during the year.
 
 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 Companies Act, 1956.
 
 19.  According to the information and explanation given to us, the
 Company has not issued debentures during the year.
 
 20 The Company has not raised any money by way of public issue during
 the year.
 
 21. During the course of our examination of the books of accounts and
 records of the company, carried out in accordance with the generally
 accepted Auditing Standards in India, according to the information and
 explanations given to us and to the best of our knowledge and belief we
 have neither come across any instance of fraud on or by the company has
 been noticed or reported during the year.
 
 
                                                 For V. B. GOEL & CO.
                                                Chartered Accountants
                                                        FRN : 115906W
 
                                                         (Vikas Goel)
                                                              Partner 
                                                 Membership No. 39287
 
 Place : Mumbai 
 Date : 22.05.2012