1.  We have audited the attached Balance Sheet of Ashika Credit Capital
 Limited (the ''Company'') as at 31st March, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both annexed thereto.  These financial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We have conducted our 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 misstatement. An audit
 includes examining, on a 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order 2003, issued
 by the Central Government of India in accordance to section 227(4A) of
 the Companies Act 1956, we enclose in the Annexure, a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in para (3)
 above, we report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) 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;
 
 (iii) The Balance Sheet, Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and the
 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;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of clause
 (g) of sub section 1 of section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 schedules and notes thereon and attached thereto 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 the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (b) in the case of Profit and Loss Account of the profit for the year
 ended on 31st March, 2011 and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on 31st March, 2011.
 
 ANNEXURE TO THE AUDITORS'' REPORT - ASHIKA CREDIT CAPITAL LIMITED
 [Referred to in our paragraph (3) of our report of even date]
 
 (i) (a) The Company, we have been informed, has maintained proper
 records showing full particulars, including quantitative details and
 situation of it''s fixed assets.
 
 (b) As per information and explanations given to us, the management at
 reasonable intervals under a phased programme has physically verified
 it''s fixed assets. We have been informed, no material discrepancies
 have been found on such physical verifications.
 
 (c) During the year, the Company has not disposed off any part of it''s
 fixed assets.
 
 (ii) (a) As explained to us, Company has conducted physical
 verification of inventories by actual inspection or on the basis of
 warehouse receipts in respect of commodities at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of it''s business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventories
 and no material discrepancies were noticed on physical verification.
 
 (iii) The Company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 Register maintained u/s.301 of the Companies Act, 1956. Accordingly sub
 clauses (a) to (g) of the clause of the said Order are not applicable
 to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of it''s
 business for purchase of inventories and fixed assets and for sale of
 goods and services. We have not observed any continuing failure to
 correct major weaknesses in internal control system of the Company.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 Section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, where each of such transactions is in excess of Rs.5 Lacs
 in respect of any party, the transactions have been made at prices
 which are, prima-facie, reasonable having regard to the prevailing
 market prices at the relevant time except that in respect of sale of
 services, for which comparable quotations are not available and in
 respect of which we are unable to comment.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposit from the public
 within the meaning of the section 58A and 58AA or any other relevant
 provisions of the Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975 with regard to the deposit accepted from the
 public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of it''s business.
 
 (viii) Since the Company is not engaged in any manufacturing
 activities, the clause relating to maintenance of cost records under
 clause (d) of sub-section (1) of Section 209 of the Act is not
 applicable to the Company.
 
 (ix) (a) According to the records of the Company and explanations given
 to us the Company is generally regular in depositing undisputed dues
 payable in respect of Provident Fund, Investors Education and
 Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess or any other
 material statutory dues, with the appropriate authorities during the
 year.
 
 There is no undisputed amount payable in respect of such statutory dues
 which have remained outstanding as at the Balance Sheet date for a
 period more than six months from the date become payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom
 Duty, Excise Duty or Cess, which have not been deposited as on 31st
 March, 2011 on account of any dispute.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and it has not incurred cash losses in such financial
 year and in the immediately preceding financial year.
 
 (xi) The Company has not borrowed from financial institutions or banks
 or by issue of debentures as such clause (xi) of the said Order is not
 applicable.
 
 (xii) According to the information and explanation given to us, the
 Company, during the year, has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) Clause (xiii) of the Order is not applicable to the Company as
 the Company is not a chit fund Company or nidhi / mutual benefit fund /
 society.
 
 (xiv) The Company has maintained proper records of transactions and
 contracts in respect of dealing and trading in shares, securities etc.
 and timely entries have been made therein. The company in its own name
 has held the aforesaid securities, except to the extent of the
 exemption granted under Section 49 of the Companies Act, 1956.
 
 (xv) The Company has given guarantee (jointly with two other
 guarantors) to a bank for obtaining Bank Guarantee by a company listed
 in the Register maintained under section 301 having outstanding balance
 of Rs.1,000 lacs (as on 31st March, 2011) which as per explanations
 given by the management are prima facie not prejudicial to the Interest
 of the Company.
 
 (xvi) According to the information and explanations given to us, in our
 opinion, the Company have neither obtained nor applied any term loans
 during the year.
 
 (xvii) According to the information and explanations given to us, and
 on an overall examination of the balance sheet of the Company, we
 report that no funds raised on short-term basis have, prima facie, been
 used for long-term investment.
 
 (xviii) The Company has not made preferential allotment of shares to
 parties and Companies covered in the Register maintained under Section
 301 of the Act, accordingly clause (xviii) of the said Order is not
 applicable to the Company.
 
 (xix) The Company has not issued any debentures. Accordingly clause
 (xix) of the said Order is not applicable.
 
 (xx) The Company has not raised any money by public issues during the
 year under review.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the year.
 
                                             For P. K. SAH & ASSOCIATES 
 
                                              Chartered Accountants
 
                                             (Firm Regn.No. 322271E)
 
                                                (P. K. SAH, FCA)
 
 Place   : Kolkata                                 Partner
 
 Dated   : 20th April, 2011                      Mem. No. 056216