1.  We have audited the attached Balance Sheet as at 31st March, 2011
 and also the Profit and Loss Account and Cash Flow Statement of the
 Company 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 the 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 (as
 amended) issued by the Central Government in terms of section 227 (4A)
 of the Companies Act , 1956, we enclose in the annexure a statement, on
 the matters specified in paragraphs 4 & 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to in above, 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 purposes of our
 audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appear from our examination of the
 books of the Company;
 
 (c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 (d) In our opinion the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in sub section 3 (C ) of section 211 of the
 Companies Act , 1956;
 
 (e) On the basis of the 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;
 
 (f) In our opinion, and to the best of our information and according to
 the explanations given to us, the said financial statements, read
 together with the accounting policies and other notes given in Schedule
 R give the information required by the Companies Act, 1956 in the
 manner so required and present a true and fair view in conformity with
 the accounting principles generally accepted in India:
 
 i) In the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March 2011; ii) In the case of Profit and Loss Account, of
 the Profit for the year ended on that date; and iii) In the case of
 Cash Flow Statement, of the Cash Flows for the year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 (*Referred to in Paragraph (3) of our report of even date on the
 accounts of CHOICE INTERNATIONAL LIMITED for the year ended March 31,
 2011)
 
 i. a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) As per the information given to us the fixed assets have been
 physically verified by the management during the year. In our opinion
 the frequency of verification is reasonable having regard to the size
 of the company and the nature of its assets. No material discrepancies
 were noticed on such verification.
 
 c) During the year, in our opinion, no substantial part of fixed assets
 has been disposed off by the company
 
 ii. a) The stock in trade of shares and securities held in the physical
 format has been physically verified and those held in the
 dematerialized format have been verified from the relevant statement
 received from the depository, during the year, by the management. In
 our opinion, having regard to the nature of stocks, the frequency of
 the verification is reasonable.
 
 b) In our opinion and according to the information given to us, the
 procedure of physical verification of inventories followed by the
 management is reasonable and adequate in relation to the size of the
 company and nature of its business.
 
 c) In our opinion the Company is maintaining proper records of Stock in
 trade of Shares and Securities.  No discrepancies were noticed on such
 verification.
 
 iii. a) The company has granted unsecured loan to three subsidiary
 companies covered in the register maintained under section 301 of the
 Companies Act, 1956. The maximum amount involved during the year was
 Rs. 108.58 Lacs and the year-end balance of loans granted to such
 parties was Rs. 10.63 Lacs.
 
 b) In our opinion, and according to the information and explanations
 given to us, the rate of interest and other terms & conditions for such
 loans are not, prima facie, prejudicial to the interest of the company.
 
 c) The loans are repayable on demand and whenever the loans are called
 for the company has received the principle amount accordingly.
 
 d) Since there is no stipulation as regards payment schedule, clause
 4(iii)(d) is not applicable.
 
 e) The Company had taken loan from six parties covered in register
 maintained in under section 301 of the Companies Act, 1956 during the
 year. The maximum amount involved during the year was Rs. 439 Lacs and
 the year-end balance of loans taken from such parties was Rs. 17.10
 Lacs.
 
 f) In respect of loan taken, the terms and conditions are not, prima
 facie, prejudicial to the interest of the company.
 
 g) As informed by the management there is no stipulation regarding the
 repayment.
 
 iv.  In our opinion and according to the information and explanations
 given to us, there are internal control procedures commensurate with
 the size of the Company and the nature of its business with regard to
 purchase of shares and securities, fixed assets and with regard to sale
 of shares and securities. During the course of our audit, we have not
 observed any continuing failure to correct major weakness in internal
 control.
 
 v.  a) In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into the register
 maintained under section 301 of the Act have been so entered.  
 
 b) In our opinion and according to the information and explanations
 given to us, these contract and arrangement have been made at prices,
 which are reasonable having regard to the prevailing market prices, for
 such goods, materials or services at the relevant time.  However,
 wherever no similar transaction taken place during the year with other
 parties, we are unable to comment whether the same is on prevailing
 prices or not.
 
 vi.  The Company has not accepted any deposits from the public within
 the meaning of section 58A of the Companies Act, 1956 and the Rules
 framed there under.  vii. In our opinion and as per the information
 given to us, the company does not have a formal internal audit system,
 however it has adequate internal control system in commensurate with
 its size and nature of its business.  
 
 viii. As per the information and explanation given to us, Central
 Government has not prescribed maintenance of cost records under clause
 (d) of Section 209 of the Companies Act, 1956.
 
 ix. a) According to the information and explanations given to us, the
 company is generally regular, except few cases, in depositing the
 undisputed statutory dues including income tax, sales tax, wealth tax,
 service tax, customs duty and other statutory dues with the appropriate
 authorities, applicable to it.  According to the information and
 explanations given to us, there are no significant undisputed amount
 payable in respect of aforesaid statutory dues which have remained
 outstanding as at 31st March, 2011 for the period of more than six
 months from the date they became payble.
 
 b) According to the Information and explanation given to us by the
 management and the records of company examined by us there were no
 disputed statutory dues outstanding as at 31st March, 2011.
 
 x.  As per the record examined by us, the companies do not have
 accumulated losses at the end of the financial year and it has not
 incurred cash losses during the current and in the immediately
 preceding financial year.
 
 xi.  In our opinion and according to information and explanations given
 to us, the company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.  
 
 xii. According to the information and explanation given and based on
 documents produced before us, the company has not granted loans and
 advances on the security by way of pledge of shares, debentures or any
 other securities
 
 xiii. In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund/ society. Therefore, the paragraph 4 (xiii) of the
 Company (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 xiv. In our opinion the Company has maintained proper records of
 transactions and contracts in respect of dealing and trading in shares,
 securities, debentures and other investments during the year and timely
 entries have been generally made therein. All shares, debentures and
 other investments have been held by the Company in its own name subject
 to the provision of the section 49 of the Companies Act, 1956.  
 
 xv. In our opinion and according to the information and the management
 representation given to us, the terms and conditions on which the
 company has given guarantees for loans taken by its subsidiaries from
 banks are, prima facie, not prejudicial to the interest of the Company.
 
 xvi. In our opinion, and according to the information and explanation
 given to us, the term loans have been applied for the purpose for which
 they are raised.
 
 xvii. On examination of records, funds raised for short term basis have
 not been utilized for long term purpose.
 
 xviii. According to the information and explanation given to us, the
 Company had made preferential allotment of shares to parties and
 companies covered in the register maintained under Section 301 of the
 Act. In our opinion, the price at which shares have been issued is not
 prejudicial to the interest of the company.  
 
 xix. The company has not issued any secured debentures during the year
 under review. 
 
 xx. The Company has not raised any money by way of public issue during
 the year; therefore paragraph 4(xx) of the Order is not applicable.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
 For Gupta Shyam & company 
 Chartered Accountants 
 FRN: 103450W
 
 
 
 Sd/- 
 Shyamsunder Gupta 
 (Proprietor)
 Membership No. 038484 
 Mumbai, May 30, 2011