1.  We have audited the attached balance sheet of Ceejay Finance
 Limited as at March 31, 2011, the profit & loss account and also the
 cash flow statement for the year ended on that date 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 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 [Auditors’ Report] Order, 2003 issued
 by the Central Government 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 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 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 the
 books.
 
 (iii) The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the balance sheet, profit & loss account and cash
 flow statement dealt with by this report comply with accounting
 standards referred to in sub section (3C) of section 211 of the
 Companies Act, 1956.
 
 (v) On the basis of the written representations received from
 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, on
 the said date.
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given 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 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, 2011;
 
 (b) in the case of the profit & loss Account, of the ‘Profit’ of the
 company 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 REFERRED TO IN PARAGRAPH 3 OF OUR AUDITORS’ REPORT TO THE
 MEMBERS OF CEEJAY FINANCE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE
 YEAR ENDED 31ST MARCH, 2011.
 
 (i) (a) The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the said fixed assets have been physically
 verified by the management during the year, which in our opinion is
 reasonable, having regard to the size of the company and nature of its
 assets. No material discrepancies were noticed on such physical
 verification.
 
 (c) The company has not disposed off substantial part of fixed assets
 during the year.
 
 (ii) The company’s nature of operations does not require it to hold
 inventory. Accordingly, para 4(ii) of the Companies (Auditor’s Report)
 Order, 2003 is not applicable.
 
 (iii) According to information and explanation given to us :
 
 (a) the company has not granted any loans, secured or unsecured to
 parties covered in the register maintained under section 301 of the
 Act.
 
 (b) the company has taken unsecured loans from two parties covered in
 the register maintained under section 301 of the Act. The maximum
 amount involved during the year and year end balance of loans taken
 from such parties is Rs. 843.50 lacs
 
 (c) the rate of interest and other terms and conditions of such loans
 taken by the company, in our opinion are prima facie not prejudicial to
 the interest of the company.
 
 (d) in respect of loans taken by the company, the interest payments are
 regular and the principal amount is repayable on demand.
 
 (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 purchase of fixed assets and sale of services.
 There is no purchase of inventory and sale of goods. During the course
 of our audit, we have not observed any continuing failure to correct
 major weaknesses in internal controls.
 
 (v) In respect of contracts or arrangements referred to in Section 301
 of the Companies Act, 1956:
 
 (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in section 301 of the Act, have been entered in the register required
 to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 or arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 aggregating during the year to Rs. 500,000/- or
 more in respect of any party.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of
 Non-Banking Financial Acceptance of Deposits (Reserve Bank) Directions,
 1977 and the Non Banking Financial Companies Acceptance of Deposits
 (Reserve Bank) Directions,1988. We are informed that no order has been
 passed by the Company Law Board or National Company Law Tribunal or
 Reserve Bank of India or any Court or any other Tribunal.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size of the company and the nature of its
 business.
 
 (viii) The Central Government has not prescribed the maintenance of
 cost records under Section 209 [1][d] of the Companies Act, 1956.
 
 (ix) (a) The company wherever applicable, is regular in depositing
 provident fund, investor education & protection fund, income tax, sales
 tax, wealth tax, service tax, excise duty, cess and other statutory
 dues to appropriate authorities.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amount in respect of aforesaid statutory dues were
 outstanding for the period of more than six months from the date they
 become payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of sales tax/ income tax/ custom duty/ wealth tax/ excise
 duty/ service tax/ cess which have not been deposited on account of any
 dispute.
 
 (x) The company has no accumulated losses and has not incurred any cash
 losses during the current financial year or in immediately preceding
 financial year.
 
 (xi) The company has not defaulted in repayment of dues to the banks.
 The company has not obtained any borrowing from financial institutions
 or by way of debentures.
 
 (xii) In our opinion and according to the information and explanation
 given to us, no loans and advances have been granted on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (xiii) The company is not a chit fund, nidhi, mutual fund or a society.
 Accordingly, Para 4(xiii) of the order is not applicable.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly Para (xiv) of the order is not
 applicable.
 
 (xv) As per the information and explanations given to us the company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 (xvi) The Company has not obtained any term loan.
 
 (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 been used for long-term
 investments.
 
 (xviii) During the year, 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.
 
 (xix) According to the information and explanations given to us, the
 company has not issued any debentures during the year.
 
 (xx) The company has not raised any money by way of public issue during
 the year.
 
 (xxi) To the best of our knowledge and belief and according to the
 information and explanation given to us, no fraud on or by the company
 was noticed or reported during the year.
 
                                     For Kantilal Patel & Co.
 
                                       Chartered Accountants
 
                                      Firm Regn. No. 104744W
 
                                              Mayank S. Shah
 
 Place:Ahmedabad                                     Partner
 
 Date:May 30, 2011                     Membership No.: 44922