We have audited the attached Balance Sheet of COMFORT INTECH LIMITED as
 at 31st March 2011 and also the Profit and Loss Account for the year
 ended on that date annexed thereto. These financial Statements are the
 responsibility of the Companys management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards required 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 test basis, evidence supporting the amount and
 disclosures in 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.
 
 1.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government in terms of sub-section (4A) of Section 227
 of the Companies Act, 1956, we enclose in the Annexurea statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to in paragraph
 (2) 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 purpose of our
 audit;
 
 b) In our opinion, proper books of account, as required by the Law,
 have been kept by the Company, so far as appears from our examination
 of those books;
 
 c) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the mandatory Accounting Standards
 referred to in sub-section (3C) of Section 211 of the Companies Act,
 1956. Except AS-15, Accounting for retirement benefits in the financial
 statements of Employers.
 
 e) On the basis of written representations received from all the
 Directors 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 accounts read together with the
 significant accounting policies and manner so required and give a true
 and fair view, in conformity with the accounting principles generally
 accepted in India;
 
 i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011 and
 
 ii) In the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date.
 
 iii) In the case of the cash flow statement, of the cash flows the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 (Referred to in Paragraph (1) of our Report of even date to the Members
 of COMFORT INTECH LIMITED as on 31st March, 2011)
 
 1.  In respect of Fixed Assets:
 
 a.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of Fixed Assets.  i
 
 b.  As explained to us, the fixed assets have been physically verified
 by the management during the year in a phased periodical manner, 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.  No substantial part of the fixed assets has been disposed off
 during the year, which has bearing on the going concern assumption.
 
 2.  In respect of Inventories:
 
 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 statements
 received from the depositories during the year, by the management.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of stock of shares
 and securities followed by the management is reasonable and adequate in
 relation to the size of the Company and the nature of its business.  ¦
 
 c.  In our opinion, the Company is maintaining proper records of
 inventories and no material discrepancies were noticed on physical
 verification of stock of shares and securities as compared to the book
 records.
 
 3.  a).  The Company has not granted any secured or unsecured loans to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 b). The Company has taken interest free unsecured loan from Comfort
 Capital Pvt. Ltd. amounting to Rs. 2,80,00,000 for a period of one
 month (Maximum balance of Rs. 2,80,00,000) and the terms and conditions
 of the loans are not prejudicial to the interest of the Company.  
 
 4.  In our opinion and according to information and explanations given
 to us, there are adequate internal control procedures commensurate with
 the size of the Company and nature of its business with regards to
 purchase of inventory (shares and securities) and fixed assets and for
 the sale of shares and securities. During the course of our audit, we
 have not observed , any major weakness in internal controls.
 
 5.  In respect of contracts or arrangements and transactions covered
 under Section 301 of the Companies Act, 1956:
 
 a.  According to the information and explanations given to us,
 particulars of contracts or arrangements that needed to be entered into
 the register have been so entered.
 
 b.  In our opinion and according to the information and explanations
 given to us, these contracts or arrangement have been made at prices
 which are reasonable having regard to the prevailing market prices at
 the relevant time, wherever no similar transactions were taken place
 during the year with other parties, we are unable to comment whether
 the same is on prevailing market prices or not.  
 
 6.  In our opinion and according to the information given to us, the
 Company has not accepted any deposits from the public within the
 meaning of Section 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956.
 
 7.  The Company have internal audit system which commensurate with its
 size and nature of its business.
 
 8.  The Company has not prescribed to maintain of Cost Records under
 Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  In respect of statutory dues:
 
 a. The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including income tax, sales tax,
 wealth tax, custom duty, cess, service tax and other material statutory
 dues applicable to it.  j
 
 No undisputed amounts payable were in arrears, as 31st March, 2011 for
 a period of more than six months from the date they became payable.
 
 b.  According to the information and explanations given to us and
 records of the Company examined by us there are no disputed amounts in
 respect of various statutes which have not been deposited.
 
 10.  The Company does not have accumulated losses as at the end of
 financial year and has not incurred cash losses in the current
 financial year and immediately preceding financial year.
 
 11.  The Company availed of overdraft facility against the lien of its
 own fixed deposits with banks. During the year under reference the
 Company has not defaulted in repayment of its dues in this regards.
 
 12.  In our opinion and according to the information and explanations
 given to us, loans and advances have been granted by the Company on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 13.  In our opinion, the Company is not a chit fund, nidhi, mutual
 benefit fund or a society.
 
 14.  The Company has maintained proper records of the transactions and
 contracts of its trading or dealing in shares, securities, debentures
 and other investments and timely entries have been made therein. All
 the shares, securities, debentures and other investments have been held
 by the Company in its own name except to the extent of exemption
 granted under Section 49 of the Companies Act, 1956 and a few shares
 held in brokers account as confirmed by them.
 
 15.  On the basis of the information and explanations given to us the
 Company has not given any guarantees for loans taken by others from
 banks or financial institutions.
 
 16.  The Company has not obtained any term loan during the year.
 Accordingly clause 16 is not applicable to the Company.
 
 1 7.  On the basis of an overall examination of the Balance Sheet and
 Cash Flow Statement of the Company, no undues raised on short term
 basis have been used for long term investment.
 
 18.  During the year covered by our audit report, the Company has not
 issued any secured debentures.
 
 19.  During the year the Company has raised Rs. 63,98,76,160/- from
 Rights Issue to the shareholders of the Company. The i details of money
 raised and its utilization is given in note 14 of Schedule 13 and the
 same has been verified by us.
 
 20.  As per the information and explanations given to us, no fraud on
 or by the Company has been noticed or reported during the year.
 
 
 For BANSAL BANSAL & CO.
 Chartered Accountants
 Sd/-
 
 Anand Drolia
 Partner
 MNo.036718
 Firm Registration No.100986W
 
 Place : Mumbai 
 Dated : 30th May, 2011