Integra Capital Management Ltd

To

The Members of

Integra Capital Management Limited

New Delhi

1) We have audited the attached Balance Sheet of Integra Capital Management Limited asat 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement forthe year ended on that date annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit.

2} We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain resonableassurance whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by the management, as well as evaluating overall financialstatement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3) As required by the Companies (Auditor's Report) Order, 2003 issued by the CentralGovernment 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 and5 of the said Order.

4) Further to our comments in the Annexure referred to above, we report that:

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

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

d In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Board of Directors, as on31st March, 2011 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on 31st March, 2011 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, the said accounts 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 accountingprinciples generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 stMarch, 2011;

ii) In the case of the Profit and Loss Account of the Profit for the year ended on thatdate; and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

1) Fixed Assets

a. The Company is maintaining proper records showing full particulars, includingquantitative details and situation or fixed assets.

b. All the assets have not been physically verified by the management during the yearbut there is a regular programme of verification, which in our opinion, is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

c. During the year, the Company, has not disposed off any substantial part of fixedassets.

2) Inventory

a. The inventory has been physically verified during the year by the management. In ouropinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c. On the basis of our examination of the records of inventory, we are of the opinionthat the Company is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records were not material.

3) Loans

a. The Company has notgranted, any loans/deposits to parties covered in the Registermaintained under Section 301 of the Companies Act, 1956. The Company has not taken anyloan from companies, firms and other parties covered in the Register maintained underSection 301 of the Companies Ad, 1956.

b. In our opinion the rate of interest and other terms and conditions on which depositshave been granted to the party listed in the Register maintained under Section 301 of theCompanies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.There is no stipulation as to interest.

c. The Company have been repaid the principal amount and interestasstipulated.

d. There is no overdue amount of loans taken from or granted to companies, firms orother parties listed in the Registers maintained under section 301 of the Companies Act,1956.

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 with regard to purchases of inventories and fixed assets and saleof shares and securities. During the course of our audit, no major weakness has beennoticed in the internal controls.

5) Transactions

a) Based on the audit procedures applied by us and according to the information andexplanaion provided by the management, we are of the opinion that the transactions thatneed to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, thetransaction made in respect of the value of Rs. 42,30,000/- for sale of investment to thedirector's related party duly entered in register maintained under Section 301, themanagement has informed us that the transaction dealt with are of special nature; andtherefore, comparative prices are not available.

6) The Company has not accepted any deposits from the public. The National Company LawTribunal has passed no order.

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

8) The Company is not required to maintain any cost records under clause (d) ofsub-section (1) of Section 209 of the Act.

9) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing withappropriate authorities undisputed statutory dues Including income-tax, service-tax andother statutory dues as are applicable to it.

b) According to the records of the Company, there are no dues of sales-tax, income-tax,custom duty or excise duty which were outstanding, as at 31st March, 2011 for a period ofmore than six months from the date they become payable.

10) Accumulated losses of the Company at the end of the financial year are less thanfifty percent of its net worth. However, it has earned profit in the financial year endedon 31st March, 2011.

11) Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that the Company has not defaulted in repayment of duesto a financial institution, bank or debenture holders.

12) The Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

13) The company is neither a chit fund company nor a nidhi company or a mutual benefitcompany.

14) The Company deals or trades in shares, securities, debentures and otherinvestments. The Company has maintained proper records of the transactions and have madetimely enries therein. The shares, securities, debentures and other securities have beenheld by the Company in its own name except to the extent of the exemption, if any, grantedunder Section 49 of the Act.

15) The Company has not given any guarantee for loans taken by others from Banks andfinancial instflutons.

16) The Company has not taken any term loans.

17) Based on our examination of the Balance Sheet of the Company as at 31st March,2011, we are of the opinion that during the year the funds raised on short-term basis havenot been used for long-term investments and vice versa.

18) The Company has not made any preferential allotment of shares.

19) The Company has not issued any debentures.

20) The Company has not raised any money by public issues.

21) Based upon the audit procedures performed and information and explanations given bythe management, we report that no fraud on or by the Company as been noticed or reportedduring the course of our audit.