Management's responsibility for the Consolidated Financial Statements

The Holding Company Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirement of the company's Act,20l3(" the Act") that give a true and fair view of the consolidat ed financial position, consolidated financial performance and consolidated cash flows of the group with the accounting principles generally accepted in India including the Accounting Standards specified under the Section 133 of the Act, read with Rule 7 of the companies ( Accounts ) Rules , 2014 The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion whether the Holding' Company has an adequate internal financial controls system over financial reporting in place and the ope rating effectiveness of such controls.. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on consolidated financial statements.

Opininn

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated 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 consolidated state of affairs of the Group, as at 30th June, 2015 and their consolidated profit/loss and their consolidated cash flows for the year ended on that date

Emphasis nf Matter

We draw your attention to the following matters in the notes to the financial statements:

1. Note no.1 (iii) (c) of the consolidated financial statements with respect to Inter group transactions effect which has not been eliminated as in the opinion of management the transactions has been done in the normal course of business.

2. Note no.42 of the consolidated financial statement with respect to Non provision for Sundry debtors more than 6 month which includes revenues provided on estimated basis in the earlier years as mentioned in Note no.16of the financial statements, as steps is being taken by the management to reconcile and recover the amount.

3. Note no.16 of the financial statement regarding balances of parties accounts shown net (i.e. net of debit and credit) as in the opinion of the management it is difficult to differentiate parties as nature of account differs from day to day. Accordingly aging bifurcation has not been done.

4. Note no.11 regarding not providing of Depreciation on Fixed Assets in two of the Subsidiary Company, as in the opinion of the management no business activity during the year.

Our report is not qualified in respect of above matter.

Other Matters

We did not audit the financial statements of RR Insurance Brokers (P) Ltd., RR Fincap (P) Ltd., ARIX Consultant (P) Ltd., RR Investor Capital Services (P) Ltd. & its one subsidiary, RR Equity Brokers (P) Ltd & its Four subsidiaries and three Subsidiaries of RR Infra Estates (P) Ltd. for the period ended 30th June 2015 whose financial statements together reflect total assets of ' 6705.64 Lacs as at 30th June 2015 and total revenue of ' 4302.71 Lacs for the period ended. These financial statements have been audited by other auditors. Auditors, whose reports have been furnished to us by the management, and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary Companies and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the Page 5 of 7 work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

Report on Dther Legal and Regulatory Requirements

1. As required by the, the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors' reports of the Holding company and subsidiary companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 of the aforesaid consolidated Financial statements.

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

d. On the basis of the written representations received from the directors of the Holding Company as on 30th June, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, Incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 30th June, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

e. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

f. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group- Refer Note 35 to the consolidated financial statements.

The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group- Refer Note XX to the consolidated financial statements.

g. The Group, did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary companies, which is incorporated in India.

Annexure to the Independent Auditors' Report on the Consolidated Financial Statements

The Annexure referred to in paragraph I of "Report on Other Legal and Regulatory Requirements" our Independent Auditors' Report to the members of RR Financial Consultants Ltd on its Consolidated Financial statements for the year ended 3Dth June 2D15.

i.

a. The respective entities have maintained proper records but full particulars, including quantitative details and situation of fixed assets has not been shown in few of the subsidiaries.

b. According to information and explanation given to us the fixed assets were physically verified by the management during the financial year and no material discrepancies were noted. In our opinion, the frequency of verification is reasonable.

ii.

a. As explained to us, the inventory of shares / debentures/bonds etc. has been physically verified during the year by the management of the respective entities. In our opinion, the frequency of verification is reasonable.

b. In our opinion and the opinion of the other Auditors and according to information and explanation given to us and the other Auditors, the procedures of physical verification of inventories followed by the management of the respective entities are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and the opinion of the other Auditors and according to information and explanation given to us and the other Auditors,, the respective entities are maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. During the year the Holding Company and subsidiary Companies incorporated in India has granted loans to the parties (Group companies including subsidiaries) listed in the register maintained under Section 189 of the Act. According to information and explanation given to us, and the other Auditors, there is no stipulation with regard to its repayment and interest thereon & these loans are re-payable on the demand and thus there has been no default on part of the parties to whom the money has been lend.

iv. In our opinion and according to the information and explanations given to us and the other Auditors, there exists an adequate internal control system commensurate with the size of the respective entities and the nature of their business with regard to purchase of fixed assets and with regard to the sale of services. In our opinion and according to information and explanation given to us and the other Auditors, during the course of our audit and other Auditors, have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. In our opinion and according to information and explanation given to us and the other Auditors, the Holding Company and subsidiary Companies incorporated in India have not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified.

vi. In our opinion and according to information and explanation given to us and the other Auditors, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Holding Company and subsidiary Companies incorporated in India.

vii.

a. According to the records of the respective entities, the respective entities have been generally regular in depositing its undisputed statutory dues such as Provident Fund, Employees' State Insurance, Income Tax, Service Tax and any other material statutory dues whichever is applicable to the Company with the appropriate authorities during the year .However there are some delays in some of the subsidiaries company in depositing of Provident Fund, ESI, TDS and Service Tax dues.

b. According to the information and explanations given to us and the other Auditors, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 30th June, 2015 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us there is no disputed amount payable in respect of statutory dues which have not been deposited on account of disputed matters pending before appropriate authorities

d. There are no amounts required to be transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

viii. In our opinion, the group does not have consolidated accumulated losses at the end of the financial year. Further, Group has incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanation given to us and the other Auditors, the respective entities have not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and explanation given to us and the other Auditors, the terms and conditions on which the Holding Company and one subsidiary company have given guarantees for loans taken by a Subsidiary/associate company from the banks or financial institutions are not prejudicial to the interest of the company.

xi. In our opinion, and according to the information and explanation given to us and the other Auditors, the respective entities except one subsidiaries companies have not obtained any term loans during the year. Further in our opinion and according to information given to us and the other auditor the term loan have been applied for the purpose for which it was raised by the respective entity.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us and the other Auditors, we and the other auditors have neither come across any instance of material fraud or on by the respective entities, have been noticed or reported during the year, nor have we or the other Auditors been informed of any such case by the Management.

Place: - New Delhi                     For: SANDEEP RAMESH GUPTA & CD.
Date: - 28/08/2015                           (Chartered Accountants)

                                               (SANDEEP GUPTA)
                                               PARTNER
                                               Membership No. 030033