Williamson Financial Services Ltd

To The Shareholders of Williamson Financial Services Limited

1. We have audited the attached Balance Sheet of WILLIAMSON FINANCIAL SERVICESLIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash FlowStatement for the year ended on that date annexed thereto. These financial statements arethe responsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. We report that :

a) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books;

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealtwith by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash FlowStatement dealt with by this report, comply with the applicable Accounting Standards asreferred 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 31stMarch, 2010 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March, 2010 from being appointed as a director interms of clause (g) of sub section (1) of section 274 of the Companies Act,1956 ;

f) In our opinion and to the best of our information and according to the explanationsgiven to us, and read with other notes thereon, the said accounts give the informationrequired by the Companies Act, 1956, in the manner so required and give a true and fairview 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 31stMarch, 2010;

b. In the case of the Profit and Loss Account, of the profit for the year ended on thatdate; and

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

As required by the Companies (Auditor's Report)(Amendment) Order, 2004 ("theOrder") issued by the Central Government of India in terms of Section 227 (4A) of theCompanies Act, 1956, we further report on the matters specified in paragraphs 4 and 5 ofthe said Order as under:

1 a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As informed to us, the fixed assets have been physically verified by the managementduring the year and there is regular programme of verification which, in our opinion, isreasonable having regard to the size of the Company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

c) During the year, the Company has not disposed of any substantial/major part of fixedassets.

2 The Company’s nature of operations does not require it to hold any item ofinventories. Accordingly, clause 4 (ii) (a), (b) & (c) of the Order are notapplicable.

3 a) According to the information and explanations given to us, the company has notgranted loan, secured or unsecured, to companies, firms or other parties covered in theregister maintained under section 301 of the Companies Act, 1956. Accordingly, clause4(iii) (a), (b), (c) & (d) of the Order are not applicable.

b) According to the information and explanations given to us, the Company has taken anunsecured loan from a Company covered in the register maintained under section 301 of theCompanies Act, 1956. The maximum amount involved during the year and the year end balanceof such loan were Rs.2,50,000/-.

c) In our opinion and according to the information and explanations given to us, therate of interest and other terms and conditions of such loan are not prima faciepre-judicial to the interest of the Company.

d) The interest payments are regular and the principal amount is repayable on demand.

4 In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the Company and thenature of its business, for the purchase of fixed assets and for services rendered. Duringthe course of our audit, we have neither come across nor have been informed of anycontinuing failure to correct major weaknesses in the aforesaid internal controlprocedure.

5 a) In our opinion and according to the information and explanations given to us, theparticulars of contracts or arrangements referred to in Section 301 of the Act have beenentered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts and arrangements have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from the public during the year within themeaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956and the rules framed thereon.

7 In our opinion, the Company has an internal audit system commensurate with its sizeand nature of its business.

8 According to the information and explanations given to us, the Central Government hasnot prescribed the maintenance of cost records under clause (d) of sub-section (1) ofsection 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9 a) As per records of the Company and according to the information and explanationsgiven to us, the Company is generally regular in depositing undisputed applicablestatutory dues including Provident Fund, Income-tax, Wealth-tax, Service Tax, Cess and anyother statutory dues with the appropriate authorities and there are no undisputed amountpayable in respect of Provident Fund, Income-tax, Wealth-tax, Service Tax and Cess whichwere in arrears, as on 31st March 2010 for a period of more than six months from the datethey became payable.

b) According to the information and explanations given to us, there are no duesoutstanding on account of any dispute.

10 In our opinion, the accumulated losses of the Company as at the end of the financialyear has not exceeded fifty per cent of its net worth and the Company has not incurredcash losses during the financial year covered by our audit and in the immediatelypreceding financial year.

11 According to the information and explanations given to us, the Company has neithertaken any loans from financial institutions and banks nor issued any debentures.Accordingly, clause 4(xi) of the Order is not applicable.

12 As explained to us, the Company has not granted any loans and advances on the basisof security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statute applicable to chit fund/nidhi/mutual benefitfund /societies are not applicable to the Company. Accordingly, clause 4(xiii) of theOrder is not applicable.

14 In respect of dealing/trading in shares and other Investments, in our opinion andaccording to the information and explanations given to us, proper records have beenmaintained of the transactions and contracts and timely entries have been made therein.The shares and other securities have been held by the Company in its own name.

15 According to the information and explanations given to us, except shares pledged asstated in Note 3 in Schedule 5, the Company has not given any guarantee for loans taken byothers from banks or financial institutions.

16 According to the information and explanations given to us and on an overallexamination of the Balance Sheet, the Company has not obtained any term loan during theyear.

17 According to the information and explanations given to us and on an overallexamination of the Balance Sheet, we report that no funds were raised on short-term basisas well as on long term basis.

18 The Company has not made any preferential allotment of shares to parties andCompanies covered in the register maintained under section 301 of the Companies Act, 1956during the year.

19 The Company has not issued any debentures during the year.

20 The Company has not raised any money by way of public issue during the year.

21 Based upon the audit procedures performed for the purpose of reporting true and fairview of the financial statements and as per the information and explanations given by themanagement, we report that no fraud on or by the Company has been noticed or reportedduring the course of our audit.