Shyamkamal Investments Ltd

To

The Members of

Shyamkamal Investments Limited

We have audited the attached Balance Sheet of SHYAMKAMAL INVESTMENTS LIMITED asat 31st March 2011 and also the Profit and Loss Account for the year ended on that date,both annexed thereto. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. These 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 principles used andsignificant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basis for ouropinion.

As required by the Companies (Auditors' Report)- Order, 2003, issued by the CentralGovernment of India in terms of sub-section (4A) of Sections 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 to the extent applicable.

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

1. We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of audit;

2. 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;

3. The Balance Sheet, Profit and Loss Account dealt with by this Report are inagreement with the books of account;

4. In our opinion, the Balance Sheet, Profit and Loss Account dealt with by this reportcomply with the Accounting Standards referred to in the sub-section (3C) of Section 211 ofthe Companies Act, 1956;

5. On the basis of written representations received from the Directors, as on 31^stMarch, 2011 and taken on record by Board of Directors, we report that none of theDirectors is disqualified as on 31^st March, 2011 from being appointed as adirector in terms of clause (g) of subsection (1) of Section 274 of the Companies Act,1956; and

6. 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 inthe manner so required and give a True & Fair view in conformity with the accountingprinciples generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the Company asat 31st March, 2011;

(b) In the case of Profit & Loss Account, of the Loss of the Company for theyear ended on that date; and

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

i) (a) The company has maintained proper records showing full particulars includingquantitative details and situations of fixed assets.

(b) As explained to us, physical verification of fixed assets as on 31st March, 2011was conducted by the management during the year. In our opinion, frequency of physicalverification is reasonable. Having regard to the size of the operations of the company andon the basis of explanation received, there are no major discrepancies found on suchverification.

ii) (a) As explained to us the stock of Shares and Securities in Company's custodyhave been physically verified by the Management as at the end of the financial year orafter the year end. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanation given to us, theprocedure of physical verification followed by the management are reasonable and adequatein relation to the size of the company and the nature of its business.

(c ) In our opinion and according to the information and explanation given to us, theCompany is maintaining proper records of Shares and Securities and No materialdiscrepancies have been noticed on physical verification thereof as compared to bookrecords.

iii) (a) The Company has granted unsecured loans of Rs.7000/- to one Companycovered in the register maintained under section 301 of the Act.

(b) In respect of unsecured loans granted by the company the terms of repayment are notspecified and interest is debited to the loan account. The rate of Interest is not primafacie prejudicial to the interest of the Company. The Interest is regularly paid by thecompany.

(c) According to the information & explanation given to us, there is no over dueamount in respect of unsecured loans granted.

(d) The Company has not taken Loans from the companies, firms or other parties coveredin the register maintained under section 301 of the Companies Act, 1956.

iv) The internal control procedures are adequate and commensurate with the size of thecompanv and the nature of its business for Purchases and sale of shares andsecurities

v) To the best of our knowledge and belief and according to the information andexplanations given to us, there are no transactions that need to be entered in theregister maintained under section 301 of the Companies Act, 1956.

vi) In our opinion and according to the information and explanations given to us,the Company has not accepted any deposits from the public.

vii) In our opinion, the Company has an internal audit system commensurate with thesize and nature of its business.

viii) To the best of our knowledge and according to the information andexplanations given to us, the Central Government has not prescribed maintenance of costrecords under section 209 (l)(d) of the Companies Act, 1956, as applicable to the company.

ix) (a) According to the information and explanations given to us, the Company isgenerally regular in depositing with the appropriate authorities undisputed statutory duesincluding provident fund, investor education and protection fund, employees stateinsurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and othermaterial statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cesswere in arrears, as at 31^st March, 2011 for a period of more than six monthsfrom the date they become payable.

(c) According to the information and explanations given to us, dues of income tax whichhas have not been deposited on account of dispute is as under;

x) The Company does not have accumulated losses. The Company has incurred cashlosses of Rs. 1620S9 on account of payment of municipal taxes of Rs.857364 during thefinancial year covered by our audit and had not incurred cash losses in the immediatelypreceding financial year.

xi) In our opinion and according to the information and explanations given to us,the company has not taken any loans from financial institutions or banks.

xii) According to the information and explanations given to us, the company has notgranted any loans and advances on the basis of securities by way of pledge of shares_:debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi /mutual benefitfund/society

xiv) The company has maintained proper records of the transactions & contractsin respect of shares, securities, debentures and other investments and timely entries havebeen made therein by the company. In our opinion and according to the information andexplanations given to us, the shares, securities, debentures and other securities havebeen held by the company in its own name, except to the extent of the exemption, if any,granted under section 49 of the Act.

xv) According to the information and explanations given to us, the companyhas not given any guarantee for loans taken by others from bank or financial institution.

xvi) In our opinion and according to the information and explanations givento us, the term loans have been applied for the purpose for which they were obtained.

xvii) ln our opinion and according to the information and explanations givento us, and on an overall examination of the Balance Sheet of the company, we report thatno funds raised on short-term basis have been used for long-term investment andvice-versa.

xviii) According to the information and explanations given to us, the company hasnot made any preferential allotment of shares to parties and companies covered in theregister maintained under section 301 of the Companies Act, 1956.

xix) According to the information and explanations given to us, the companyhas not issued any secured debentures during the period covered by our report.

xx) During the period covered by our audit report, the company has notraised any money by public issues.

xxi) To the best our knowledge and belief and according to the information andexplanations given to us, no fraud on or by the company has been noticed or reportedduring the course of our audit.