2. We have conducted this 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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for my opinion.

3. Further We report that:

a. The information and explanations that are obtained, which to the best of our knowledge and belief were necessary for the purpose of audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Financial Statements dealt with by this report are in agreement with the books of accounts.

d. On the Basis of written representations received from the directors, as on 31st March, 2014 and taken on record by the board of directors, none of the directors are disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g)of sub-section (I) of Section 274 of the CompaniesAct, 1956

e. In our opinion and to the best of my information and according to the explanation given to , the financial statements dealt with by this report materially comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 and the Rules framed there under and give the information required by the Act, in the manner so required and give 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 31,2014;

ii. In the case of The Profit and LossAccount, 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 for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies ( Auditors Report ) Order, 2003 ( The Order ) issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the order.

2. As required by section 227 (3) of theAct, 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 purpose 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, the statement of Profit and Loss and the cash flow statement dealt with by this report are in agreement with the books if account.

d. In our opinion, the Balance sheet, the statement of profit and loss, and the cash flow statement comply with accounting standards notified under theAct read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of CorporateAffairs in respect of Section 133 of the CompaniesAct 2013.

e. On the basis of the written representations received from the directors as on March 31 2014, taken on record by the Board of Directors , none of the Directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Section 274 (1 ) (g) of theAct.

ANNEXURE TO THE AUDITORS' REPORT Referred under the heading of "report on other Legal and regulatory requirements" of our report of even date

(I) In respect of its FixedAssets:

The company has maintained proper records showing full particular including quantitative details and situation of fixed assets on the basis of available information.

(II) In respect of its Inventories:

As the Company does not have Inventory, the Clauses (ii)(a) to (ii)(c) of para 4 of the Orders are not applicable to the company.

(III) According to the information and explanations given to us, In respect of the loans, secured or unsecured, granted or taken by the Companies to /from Companies, firms or other parties covered in the register maintained under section 301 of theCompaniesAct, 1956.

(IV) According to the information and explanation given to us, there have been no contracts or arrangements referred to in section 301 of the Companies Act, 1956 during the year to be entered in the register required to be maintained under that section.Accordingly, sub- clause (B) is not applicable.

(V) 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 & nature of its business with regard to the sale of goods and services. During the course of our Audit, we have not observed any major weakness in internal control.

(VI) In our opinion and according to the information and explanation given to us, The Company has not accepted any deposits from the public as defined under sections 58A and 58AA of the Companies Act, 1956 & the Companies (Acceptance of deposits) Rules 1975.

(VII) In our opinion and according to the information and explanation given to me, The Company has an inhouse audit system commensurate with the size and the nature of its business.

(VIII) As the company is not a manufacturing concern, the clause (viii) of para 4 of the Order regarding maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 195 is not applicable to the company.

(IX) (a) In our opinion and according to the information and explanation given to us, the company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income tax , wealth tax, service tax, custom duty, cess and any other material statutory dues where applicable, with the appropriate authorities during the year.

(b) According to the information and explanation given to us, there are no amounts outstanding in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(X) The Company does not have accumulated losses as on 31st March, 2014 and has earned profit for the financial year on that date. The accumulated losses of the Company are less than 50 % of the net worth of the Company.

(XI) In our opinion and according to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to a Financial Institution, Bank or Debenture holders

(XII) The Company has not granted any loans and advances on the basis of security by way of pledge of share, debentures & other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(XIII) The Company is not a chit fund or nidhi /mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report's) Order, 2003 is not applicable to the Company

(XIV) In our opinion and according to the information given to us, the company is not a dealer or trader in shares, securities, debentures & other investments. The company has maintained proper records of transactions and contracts in respect of investments in shares and Mutual funds and timely entries have been made therein. All the investments in shares and mutual funds have been held by the company in its own name.

(XV) The company has given Corporate Guarantee aggregating to Rs 2crores, for loans Rs 1.5 crores and Rs 50 lacs for Bank guarantees to BSE and NSE taken by Aarya Equity (India) Pvt Ltd subsidiary of the company from Banks and Financial Institutions as at 31/03/2014. The terms and conditions of the Corporate Guarantee are not prejudice to the interest of the company. We are however unable to comment on the same.

(XVI) The Company has not taken any term loan during the year; as such required details need not be given.

(XVII) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no funds are raised on short term basis; hence detail need not be given.

(XVIII) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties & Companies covered in the register maintained under section 301 of the CompaniesAct, 1956 for such a purpose.

(XIX) According to the information and explanations given to us, during the period covered by my audit, the Company has not issued debentures.

(XX) The company has not raised any money by public issue during the year and hence paragraph 4(xx) of the order is not applicable.

(XXI) During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India and according to information and explanation given to us, we have neither come across any instances of material fraud on or by the company, noticed or reported during the year nor have been informed of such case by management.

                                            For SRY &Associates
                                          (Chartered Accountant)

Place : Mumbai                                             sd/-

Date :30th May 2014                                 Rajan Gupta

                                                       
 
 
                                             Membership No.89469