Auditor Report of Ashram Online.com Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of Ashram
Online.com Limited, Chennai, which comprise the Balance Sheet as at March 31, 2024,
and the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended
and a summary of the material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements 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, of the state of affairs of the company as at March 31,
2024; and its Loss after Tax, Total Comprehensive Income, the changes in Equity, and Cash
Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions
of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sl. No	Key Audit Matter	Auditors’ Response
1	Ind-AS 109 (Financial Instruments) requires the Company to recognise interest income by applying the effective interest rate (EIR) method. While estimating future cash receipts for the purpose of determining the EIR, factors including expected behaviour, life cycle of the financial asset, probable fluctuation in collateral value which may have an impact on the EIR are to be considered	We have evaluated the management’s process in estimation of future cash receipts for the purpose of determination of EIR including identification of factors like expected behaviour, life cycle of the financial asset and probable fluctuation in collateral value. We tested the accuracy of key data inputs and calculations used in this regard.
2	Completeness in identification, accounting and disclosure of related party transactions in accordance with the applicable laws and financial reporting framework	We have assessed the systems and processes laid down by the company to appropriately identify, account and disclose all material related party transactions in accordance with applicable laws and financial reporting framework. We have designed and performed audit procedures in accordance with the guidelines laid down by ICAI in the Standard on Auditing (SA 550) to identify, assess and respond to the risks of material misstatement arising from the entity’s failure to appropriately account for or disclose material related party transactions which includes obtaining necessary approvals at appropriate stages of such transactions as mandated by applicable laws and regulations.

Information Other than the Financial Statements and Auditor’s Report
Thereon

The Company’s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Board’s
report, Management discussion and analysis and Report on corporate governance, but does
not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is

materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is no material
misstatement of this other information we are required to report that fact. We have nothing
to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial
performance, (changes in equity) and cash flows of the Company in accordance with6 the
accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.

Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by
the Central Government of India in terms of sub-section (11) of section 143 of the Act,
we give in the “Annexure A”a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

(2) A. As required by Section 143 (3) of the Act, we report that:

a) We have sought and 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 it appears from our examination of those;

c) the Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity and the Statement of
Cash Flow dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the
Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of written representations received from the directors as on March
31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in “Annexure B”.

B. With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according to the explanations given to

us:

i. The Company has disclosed the impact of pending litigations, if any, on its
financial position in its standalonefinancial statements.

ii. The Company has made provision, as required under the applicable law and
Accounting standards, for material foreseeable losses, if any, on long-term
contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to
the investor’s education and protection fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate) have

been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any
other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate) have
been received by the Company from any person or entity, including foreign
entity (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e),
as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year, hence
compliance with provision of section 123 is not applicable for the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Accounts) Rules,
2014 is applicable for the Company w.e.f. 01 April 2023,

Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of account, which has a feature of
recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
1st April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the statutory requirements for
record retention is not applicable for the financial year ended 31st March, 2024.

C. With respect to the matter to be included in the Auditor’s Report under Section
197(16) of the Act:

In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to
any director is not in excess of the limit laid down under Section 197 of the Act. The

Ministry of Corporate Affairs has not prescribed other details under Section 197(16)
of the Act which are required to be commented upon by us.

For Darpan & Associates
Chartered Accountants
FRN No. 016156S
Sd/-

Darpan Kumar
Partner
M.No.235817
UDIN. 24235817BKFAZG3065

Place: Chennai
Date: May28, 2024

---

Mar 31, 2012

1. I have audited the attached Balance Sheet of M/s Ashram Online.Com Limited as at 31st March, 2012 and also the Profit & Loss account and the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 & disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the companies order, 2003, issued by the central govt. of India in terms of section 227 (4A) of the companies act, 1956, I give in the annexure, a statement on the matters specified in paragraphs 4 of the said order.

4. Further to my comments in the annexure referred to in Para 3 above, I report that:

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit. In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books.

(b) the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance Sheet, Profit & 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.

(d) On the basis of the written representation received from the directors as on 31st March 2012 and taken on record by board of directors, I 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 as regards government. nominee directors, they are exempted from the provision of section 274 (1) (g) in view of general circular issued by the department of company affairs.

5. in my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the 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 case of the Balance Sheet of the state of affairs of the company as at 31st March, 2012;

b) in case of Profit & Loss account of the profit for the year ended on that date, and

c) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGARAPH 3 OF OUR REPORT OF EVEN DATE RE: ASHRAM ONLINE.COM LIMITED

(I) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has physically verified certain assets during the year in accordance with a programe of verification, which in my opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information & explanation given to me no material discrepancies were noticed on such verification.

(c) In my opinion and according to the information and explanation given to me, the Company has not made any substantial disposals during the year.

(II) In respect of its inventories:

As explained to me, there are no inventories in the company, Hence the verification and valuation is not called for.

(III) (a) The company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms and other parties covered in the register maintained under section 301 of the Act.

(b) Since there are no such loans , the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV) In my opinion and according to the information and explanation given to me, there are adequate internal control procedures commensurate with the size of he company and nature of its business.

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review.

(VII) In my opinion, the company has adequate internal audit system commensurate with the size of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1) (d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to the information and explanation given to me, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no outstanding Sales tax, Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following:

Financial period to Act Nature of dues Forum where dispute Amount which the amount is pending (Rs in Lakhs) relates to

1993-94 & Income Tax Act Income Tax Madras High Court- 94-95 Stay obtained 188.68

1994-95, Income Tax Act TDS Madras High Court- 95-96 & 96-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs 1392645/- The company does not have accumulated losses at the end of the financial year.

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Pronotes, post dated instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion 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) Order, 2003 are not applicable to the company.

(XIV) In my opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(XV) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(XVI) There were no term loans obtained by the company during the year.

(XVII) According to the cash flow statement and other records examined by me and the information and explanations given to me, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have any outstanding debentures during the year.

(XIX) The company has not issued any debentures and no securities and charges are required to be created.

(XX) The company has not raised any money by public issue during the Year.

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

K SUBRAMANYAM & CO.,

CHARTERED ACCOUNTANTS,

Sd/-

Place : Chennai K SUBRAMANYAM

Date : 31.05.2012 PROPRIETOR

Membership No. 023663

---

Mar 31, 2010

1 I have audited the attached Balance Sheet of M/s Ashram Online Com Limited as at 31st march, 2010 and also the Profit & Loss account and the cash flow statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management My responsibility is to express an opinion on these financial statements based on my audit

2 I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 & disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation I believe that my audit provides a reasonable basis for my opinion

3. As required by the companies order, 2003, issued by the central govt of India in terms of section 227 (4A) of the companies act, 1956, I give in the annexure, a statement on the matters specified in paragraphs 4 of the said order.

4 Further to my comments in the annexure referred to in Para 3 above, I report that:

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit. In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books

(b) the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance Sheet, Profit & 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.

d) On the basis of the written representation received from the directors as on 31" March 2010 and taken on record by board of directors, I report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies act, 1956 as regards government. nominee directors, they are exempted from the provision of section 274 (1) (g) in view of general circular issued by the department of company affairs

5. in my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the 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 case of the Balance Sheet of the state of affairs of the company as at 31st March, 2010;

b) in case of Profit & Loss account of the profit for the year ended on that date, and

c) in case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGARAPH 3 OF OUR REPORT OF EVEN DATE RE: ASHRAM ONLINE-COM LIMITED

(I) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has physically verified certain assets during the year in accordance with a programme of verification, which in my opinion provides for physical verificantion of the fixed assets at reasonable intervals. According to the information & explanation given to me no material discrepances were noticed on such verification.

(c) In my opinion and according to the information and explanation given to me, the Comp~ny has not made any substantial disposals during the year

(II) In respect of its inventories:

As explained to me, there are no inventories in the company, Hence the provisions relating to the same are not applicable to the company

(iil) (a) The company has neither granted nor taken any loan, secured or unsecured, to I from companies, firms and other parties covered in the register maintained under section 301 of the Act

(b) Since there are no such loans . the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV} In my opinion and according to the information and explanation given to me, there are adequate internal control procedures commensurate with the size of he company and nature of its business

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review

(VII) In my opinion, the company has adequate internal audit system commensurate with the size of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities According to the information and explanation given to me, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding. at the year end for a period of more than six months from the date they became payable

According to the records of the Company, there are no outstandmg Sales tax. Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following

Financial period to Act Nature of dues Forum where dispute Amount Which the is pending (Rs in Lakhs) amount relates to

1993-94 & Income Tax Act Income Tax Madras High Court - 94-95 Stay obtained 189

1994-95, Income Tax Act TDS Madras High Court - 95-96 & 96-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs 1283258/- The company does not have accumulated losses at the end of the financial year

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Pronotes, post dated instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or nidhi/mutual benefit fund/society therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(XIV) In my opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company

(XV) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions

(XVI) There were no term loans obtained by the company during the year.

(XVII) According to the cash flow statement and other records examined by me and the information and explanations given to me, on overall basis, funds raised on short term basis have, prima face, not been used during the year for long term investment and vice versa, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have any outstanding debentures during the year

(XIX) The company has not issued any debentures and no securities and charges are required to be created

(XX) The company has not raised any money by public issue during the Year.

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

KSUBRAMANYAM & CO.,

CHARTERED ACCOUNTANTS,

Sd/-

Place: Chennai K SUBRAMANYAM

Date : 31.05.2010 PROPRIETOR

M. No 023663

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Mar 31, 2009

1. I have audited the attached Balance Sheet of M/s Ashram Online Com Limited as at 31 st March-. 2009 and also the Profit & Loss account and the cash flow statement of the company for the year . ended on that date annexed thereto. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on those financial statements based on my audit."

2.I conducted my audit in accordance with auditing standards genes ally accepted in India. These standards require that I plan and perform The audit to obtain reasonable assurance about whether the financial statements are tree of meterial misstatement. An audit includes examining,, on a test basis, evidence supporting the amounts & disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation. J believe that my audit provides a reasonable basis tor my opinion.

3. As required by the companies order, 2008, issued by the central govt. of India in tenns of section 227 (4A) of the companies act, 1956, 1 give in the annexure.. a statement on the matters specified in paragraphs of the said order.

4. Further to my comments in the annexure referred to ,in Para 3 above, I report that.

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief were necessary for the purpose of my audit In my opinion, proper books of accounts as required by law have been kept by the company as far as appears from my examination of such books.

(b) The Balance Sheet. Profit & Loss account and Cash Flow statement dealt with by this report are in agreement with the book of account.

(c) in my opinion, the Balance sheet. Profit & Loss account and Cash Flow state-merit dealt with by this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the companies act. 1958.

{d} On tne basis of the written representation received from the directors as on 31st March 2000 and taken on record by board of directors, I report that none of the directors is disqualified as on 31" March. 2009 from being appointed as a director in terms of Clause (g) of sub section [1) of section 274 of the companies act, 1956 as regards government. Nominee directors, they are exempted from the provision of section 274 {1} (g) in view of general circular issued by the department of company affairs.

5. In my opinion & to the best of my information and according to the explanation given to me, the said accounts read with significant accounting policies and the 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 case of the Balance Sheet of the state of affairs of the company as at 31st March, 2009;

b} in case of Profit & Loss account of the profit for the year ended on that date, and

c) In case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGARAFH 3 OF OUR REPORT OF EVEN PATE

RE: ASHRAM ONLINE.COM LIMITED

(I) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has physically verified certain assets during the year in accordance with a programme of verification, which in my opinion provides for physical verification of the fixed assets 3t reasonable intervals. According to the information & explanation given to me no material discrepancies were noticed on such verification.

(c) In my opinion &. according to the information & explanation given to me, the Company has not made any substantial disposals during the year.

(II) In respect of its inventories:

As informed to me there are. no inventories in the company during the year under review hence the verification and valuation of the same is not called for.

(III) (a) The company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms and other parties covered in the register maintained under section 301 of the Act.

(b) Since there are no such loans, the comments regarding terms and conditions, repayments of the principal, interest thereon and overdue amount are not required.

(IV) In my opinion and according to the information and explanation given to me, there arc adequate internal control procedures commensurate with the size of the company and nature of its business.

(V) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained undar section 301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review.

(VII) In my opinion, the company has adequate internal audit system commensurate with the see of business.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1) (d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities According to the information and explanation given to me, no undisputed amounts payable in respect of income Lax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

According to the records of the Company, there are no outstanding Sales tax, Income tax act 1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following:

Financial period to Ad Nature of dues Forum where dispute Amount which the amount is pending (Rsin Lakhs) relates to

1993-94 & Income Tax Act Income Tax Madras High Court - 94-95 Stay obtained 189

1994-95, Income Tax Act TDS Madras High Court 95-96 & 98-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs.1788171/-. The company does not have accumulated losses at the end of the financial year

(XI) Based on my audit procedures and on the information and explanation given by the management, I am of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(XII) According to the information and explanations given to me, the company has given any loans and advances on the basis of security by way of Prorates, post dated Instruments, pledge of shares, debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or nidhi/mutual benefit fund/society, therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(XIV) in my opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 20O3 are not applicable to the company.

(XV) According to the information and explanations given to me, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(XVI) There were no term loans obtained by the company during the year,

(XVII) According to the cash flow statement and other records examined by me and the Information and explanations given to me. on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice verss, other than temporary deployment pending application.

(XVIII) The company has not made any preferential allotment during the year nor does the company have arty outstanding debentures during the year.

(XIX) The company has not issued any debentures and no securities and charges are required to be created,

(XX) The company has not raised any money by public issue during the year

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, no fraud on or by the company was noticed or reported during the year.

K SUBRAMANYAM & CO,, CHARTETED ACCQUNTANTS, Sd/-

Place; Chennai K SUBRMANYAM Date :30.08.2009 PROPRIETOR

Membership No. 023883