We have audited the accompanying financial statements of Bajrang
 Finance Limited (the company), which comprise the balance sheet as at
 31st March, 2012, and the statement of profit and loss and cash flow
 statement for the year then ended, and a summary of significant
 accounting policies and other explanatory information.
 
 Management''s responsibility for the financial statements
 
 Management is responsible for the preparation of these financial
 statements that give a true and fair view of the financial position,
 financial performance and cash flows of the company in accordance with
 the accounting principles generally accepted in India, including
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956 (the Act). This responsibility includes the
 design, implementation and maintenance of internal control 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.
 
 Auditor''s responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those standards require that we comply with
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and disclosures in the financial statements. The procedures
 selected depend on the auditor''s judgment, including the assessment of
 the risks of material misstatement of the financial statements, whether
 due to fraud or error. In making those risk assessments, the auditor
 considers internal control relevant to the company''s preparation and
 fair presentation of the financial statements in order to design audit
 procedures that are appropriate in the circumstances, but not for the
 purpose of expressing an opinion on the effectiveness of the company''s
 internal control. An audit also includes evaluating the appropriateness
 of accounting policies used and the reasonableness of the accounting
 estimates made by management, as well as evaluating the overall
 presentation of the financial statements.  We believe that the audit
 evidence we have obtained is sufficient and appropriate to provide a
 basis for our audit opinion.
 
 Report on other legal and regulatory requirements
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 (the
 Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Act, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 2.  As required by section 227(3) of the Act, we report that:
 
 a.  We have obtained all the information and explanations which to the
 best of our knowledge 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 the company so far as appears from our examination of those
 books.
 
 c.  The balance sheet, statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 account.
 
 d.  In our opinion, the balance sheet, statement of profit and loss,
 and cash flow statement 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 directors
 as on 31st March, 2012, and taken on record by the Board of Directors,
 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.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the 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:
 
 a.  In the case of the balance sheet, of the state of affairs of the
 company as at 31st March, 2012;
 
 b.  In the case of the statement of profit and loss, of the profit for
 the year ended on that date, and
 
 c.  In the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF BAJRANG
 FINANCE LIMITED AS AT 31ST MARCH, 2012)
 
 (i) The Company does not own any fixed assets.
 
 (ii) (a) It is reported that the inventories of shares etc; have been
 physically verified by the management at reasonable intervals during
 the year.
 
 (b) In our opinion and according to the information and explanations
 given to us the procedures of physical verification of inventories of
 shares etc.  followed by the management are reasonable and adequate in
 relation to the size of company and the nature of its business.
 
 (c) The Company has maintained proper records of inventories of shares
 etc. and as explained to us there were no material discrepancies
 notified on physical verification of inventories as compared to the
 book records.
 
 (iii) (a) According to information and explanations given to us, the
 Company has not granted any loan, secured or unsecured, to Companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly paragraph 4 (iii)(a), (b),
 (c) and (d) of the Order are not applicable to the Company.
 
 (b) According to information and explanations given to us, the Company
 has not taken any loans, secured or unsecured from Companies, firms or
 other parties covered in the register maintained under section 301 of
 the Companies Act, 1956 during the year. Accordingly clauses (iii) (e),
 (f) & (g) of paragraph 4 of the Order are not applicable to the
 Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventories of shares etc; fixed
 assets and also to the sale of shares etc.  During the course of our
 audit, we have not observed any continuing failure to correct major
 weaknesses in internal controls.
 
 (v) According to the information and explanations given to us, there
 are no transactions that need to be entered into the register
 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
 and hence the directives issued by the Reserve Bank of India and
 provisions of sections 58A and 58AA of the Companies Act, 1956 and the
 Companies (Acceptance of Deposits) Rules, 1975 are not applicable.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The central Govt. has not prescribed the maintenance of cost
 records under section 209 of the Companies Act, 1956.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including Provident Fund,
 Investor Education Protection Fund, Employees'' State Insurance, Income
 tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Service Tax, Cess
 and other material statutory dues wherever applicable to it and there
 were no undisputed arrears as at 31st March, 2012 for a period of more
 than six months from the date they become payable.
 
 (b) According to the information and explanations given to us, there
 were no disputed statutory dues including Provident Fund, Investor
 Education Protection Fund, Employees'' State Insurance, Income tax,
 Sales-tax, Wealth tax, Custom Duty, Excise Duty, Service Tax, Cess and
 other material statutory dues wherever applicable to it as at 31st
 March, 2012.
 
 (x) The Company has no accumulated losses and has not incurred cash
 losses during the financial year covered by our audit or the
 immediately preceding financial year.
 
 (xi) According to information and explanations given to us, there are
 no loans from financial institutions or banks, and there are no
 outstanding debentures.
 
 (xii) In our opinion and according to information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion the company is not a nidhi, mutual benefit fund
 or a society.
 
 (xiv) The company is dealing or trading in shares, debentures etc. and
 according to the information and explanations given to us, the company
 has maintained proper records of transactions and contracts in respect
 of such trading. All shares, debentures etc. have been held by the
 company in its own name except to the extent of the exemption u/s 49 of
 the Companies Act, 1956.
 
 (xv) The company has not given any Guarantee for loans taken by others
 from banks or financial institute.
 
 (xvi) In our opinion, the Company has not taken 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 as at 31st
 March, 2012, we are of the opinion that no funds raised on short term
 basis have been used for long-term purposes by the Company.
 
 (xviii) According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to parties
 and Companies covered in the register maintained under section 301 of
 the Companies Act, 1956, during the year under report.
 
 (xix) The company has not issued any debentures, hence clause 4 (xix)
 of the Companies (Auditors'' Report) orders, 2003 is not applicable to
 the Company.
 
 (xx) The Company has not raised any money by public issue during the
 year under report.
 
 (xxi) To the best of 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 SUNDARLAL, DESAI & KANODIA,
                                               CHARTERED ACCOUNTANTS,
                                             Registration No. 110560W
 
                                                                 Sd/-
                                                        (M. B. DESAI)
                                                              PARTNER 
                                              Membership Number 33978
 
 PLACE : MUMBAI 
 DATED : 30TH MAY, 2012