1.  We have audited the attached Balance Sheet of TRC Financial
 Services Limited, as at 31st March, 2012 and also the Statement of
 Profit and Loss 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 have conducted our audit in accordance with 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.  As required by the Companies (Auditor''s Report) Order, 2003 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 to the extent applicable to the company. ''
 
 4.  Further, to our comments in the Annexure referred to in paragraph 3
 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 purposes 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
 those 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 comply with the
 Accounting Standards, referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, we 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;
 
 (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 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 31st March 2012;
 
 b) in the case of the Statement of Profit and Loss, of the Profit of
 the Company for the year ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the cash flow of the
 Company for the year ended on that date
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS
 OF TRC FINANCIAL SERVICES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED
 31st MARCH 2012)
 
 I.  In respect of the fixed assets of the company:-
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of its fixed assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the management at reasonable intervals. No material discrepancy has
 been noticed on such verification.
 
 (c) The company has not disposed off a substantial part of fixed assets
 during year.
 
 II.  The Company does not have any stocks of finished goods, stores,
 spare parts and raw materials and, therefore, Clauses (ii) of Paragraph
 4 of Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 III. During the year, 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. Therefore, the provision of clause (iii) of paragraph 4 of
 Companies (Auditor Report) Order, 2003 are not applicable to the
 company.
 
 IV.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems, 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 and
 services. During the course of the audit no continuing major weakness
 has been noticed in the internal control system.
 
 V.  According to the information and explanations given to us, the
 company has not entered into any contracts or arrangements, which are
 required to be listed in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 VI.  The Company has not accepted any deposit from public during the
 year, and has resolved not to accept public deposits in future. In our
 opinion, the company has complied with the directives issued by the
 Reserve Bank of India and the provisions of the Section 58A and 58AA or
 any other relevant provisions of the act and the rules framed there
 under, where ever applicable.
 
 VII. In our opinion the company has an internal audit system
 commensurate, with the size and nature of its business.
 
 VIII.  In our opinion, and according to information and explanations
 given to us, the Central Government has not prescribed maintenance of
 cost records under Section 209(1) (d) of the Companies Act, 1956.
 
 IX.  (a) The Provisions of Provident Fund Act and the Employees State
 Insurance Act are not applicable to the Company.
 
 (b) According to the records of the company, it is regular in
 depositing with appropriate authorities undisputed statutory dues
 including Investor Education and Protection Fund, Income Tax, Sales
 Tax, Wealth Tax, Service Tax, Cess and other statutory dues with the
 appropriate authorities.
 
 (c) According to the information and explanations given to us, there is
 no undisputed amounts payable in respect of Income Tax, Wealth Tax,
 Service Tax, Sales Tax, Custom duty and Cess were outstanding as at
 31st March, 2012 for a period of more than six months from the date
 they became payable.
 
 X.  In our opinion, accumulated losses of the company are more than 50%
 of it''s net worth.  However the company had generated cash profit in
 the financial year under report and in the immediate preceding
 financial year.
 
 XI.  The company has not defaulted in repayment of any dues to a
 financial institution or bank or debenture holders.
 
 XII. The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities
 during the year.
 
 XIII.  The company is not a chit fund, nidhi or 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. It has maintained proper records in respect of investments held as
 long-term investments and are held in the name of the company.
 
 XV.  According to the information and explanations given to us, the
 company has not given any guarantee during the year, for loans taken by
 others from banks or financial institutions.
 
 XVI. The company has neither raised any term loan during the year nor
 any unutilised amount was left on this account, as at the beginning of
 the year. Therefore the provisions of Clause 4 (xvi) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 XVII.  According to the information and explanations given to us and on
 overall examination of the Balance sheet of the company, we report that
 the funds raised on short-term basis have not been used for long-term
 investments.
 
 XVIII.  The company has not made any preferential allotment of equity
 shares to any party during the year.
 
 XIX. Neither any debentures were issued during the year nor any
 creation of security nor charge is pending in respect of debentures
 raised.
 
 XX.  The company has not raised any money by public issue during the
 year.
 
 XXI. To the best of our knowledge and belief and according to the
 information and explanations given to us, no frauds on or by the
 company was noticed or reported during the year.
 
                                          For M/s ASP & Company 
                                          Chartered Accountants 
                                         (Firm Regn No. 000576N)
 
                                                   Sd/-
 
 Place : Mumbai                              (Pramod Tilwani)
 
 Dated : 27.08.2012                           Partner
                                              M.No. 076650