Country Club (India) Ltd

We have audited the attached Balance Sheet of COUNTRY CLUB (INDIA)
 LIMITED as at March 31, 2009 and also the Profit & Loss Account for the
 period ended on the date annexed thereto and the cash flow statement
 for the period ended on that date. 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 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 statement
 presentation. We believe that our audit provides a reasonable basis of
 our opinion.
 
 As required by the Companies (Auditors Report) Order 2003 and as
 amended by the Companies (Auditors Report) (Amendment) Order 2004,
 issued by the Central Government of India in terms of the
 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.
 
 Further to our comments in the Annexure referred to 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 dealt with by this
 report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of Companies Act, 1956;
 
 v) On the basis of written representations received from the
 Directors, as on March 31, 2009 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 March 31, .  2009 from being appointed as 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 give the information r.
 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 March 31, 2009;
 
 b) In the case of the Profit & Loss Account, of the Profit for the
 period ended on that date;
 
 and
 
 c) In the case of the Cash Flow, of the cash flows for the period ended
 on that date;
 
 Annexure to the Auditors Report
 
 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 Fixed Assets have been physically verified
 by the management at reasonable intervals and no material discrepancies
 between the book records and the physical inventory have been noticed
 on such verification.
 
 c) The Company has not disposed off substantial part of the Fixed
 Assets during the year.
 
 II.  a) The Inventory has been physically verified during the year by
 the
 
 Management and in our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion, the procedures of the physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 The Company is maintaining proper records of inventory and as explained
 to us, no material discrepancies were noticed on physical verification
 of stocks as compared to book records.
 
 III.  a) The Company has not granted any loans, secured or unsecured
 
 to Companies, Firms or other Parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 b) As the Company has not granted any loans, the Clause of whether the
 rate of interest & other terms and conditions on which loans have been
 granted to parties listed in the Register maintained under Section 301
 is prejudicial to the interest of Company is not applicable.
 
 c) As no loans are granted by the Company, the clause of receipt of
 interest & principal amount from parties, is not applicable to the
 Company.
 
 d) No loans have been granted to Companies, Firms and other parties
 listed in the Register under section 301 of the Companies Act, 1956.
 Hence overdue amount of more than Rupees One Lakh does not arise and
 the clause is not applicable.
 
 e) 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.
 
 f) As the Company has not taken any loans, the clause of whether the
 rate of interest and other terms and conditions on which loans have
 been taken from parties listed in the registered maintained under
 section 301 is prejudicial to the interest of the Company, is not
 applicable.
 
 g) As no loans are taken by the Company, the clause of repayment of
 interest & principal amount to parties, is not applicable to the
 Company.
 
 IV.  In our opinion and according to the information and explanations
 given to us, there are generally adequate internal control systems
 commensurate with the size of the Company and the nature of its •
 business with regard to purchase of inventory and Fixed Assets and for
 sale of goods and services. There is no continuing failure by the
 Company to correct any major weaknesses in internal control.
 
 V.  a) In our opinion and according to the information and explanation
 
 given to us, since no contracts or arrangements referred to in Section
 301 of the Companies Act, 1956 have been made by the Company in respect
 of any party in the financial year, the entry in the Register under
 Section 301 of the Companies Act, 1956 does not arise.
 
 b) According to the information and explanations given to us, as no
 such contracts or arrangements made by the Company, the applicability
 of the clause of charging the reasonable price having regard to the
 prevailing market prices at the relevant time does not arise.
 
 VI.  The Company has not accepted any deposits from the public. Hence
 the applicability of the clause of directives issued by the Reserve
 Bank of India and provisions of Section 58A, 58AA or any other relevant
 provisions of the Act and the rules framed thereunder does not arise.
 As per information and explanations given to us the order from the
 Company Law Board or National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal has not been received by the
 Company.
 
 VII.  In our opinion, the Company is having internal audit system,
 commensurate with its size and nature of its business.
 
 VIII.  In respect of the Company, the Central Government has not
 prescribed maintenance of cost records under clause (d) of sub-
 
 section! 1) of Section 209 of the Companies Act, 1956.
 
 IX.  a) The Company is regular in depositing statutory dues including
 
 PF, ESI, Income Tax, Cess and any other statutory dues with the
 appropriate authorities and at the end of last financial year there
 were no amounts outstanding which were due for more than 6 months from
 the date they became payable.
 
 b) According to the information and explanations given to us, no
 undisputed amounts are payable in respect of PF, ESI, Income Tax, Cess
 and any other statutory dues as at the end of the period, for a period
 more than six months from the date they became payable.
 
 X.  The Company has been registered for a period of not less than 5
 years, and the Company has no accumulated losses at the end of the
 financial year and the Company has not incurred cash losses in this
 financial year and in the immediately preceeding financial year.
 
 XI.  According to the information and explanations given to us, the
 Company has not taken any loans from financial Institutions or banks.
 Hence this clause of repayment of dues to the Financial Institution or
 Banks or debenture holders and defaulted payment therein is not
 applicable to the Company.
 
 XII.  According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.  Hence the
 applicability of the clause regarding maintenance of adequate documents
 in respect of loans does not arise.
 
 XIII.  This clause is not applicable to this Company as the Company is
 not covered by the provisions of special statute applicable to Chit
 Fund in respect of Nidhi/Mutual Benefit Fund/Societies.
 
 XIV.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, Debentures and
 other investments. Hence the provisions of clause 4(xiv) of the
 Companies (Auditors Report) Order 2003, are not applicable to the
 Company.
 
 XV.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 Banks or Financial Institutions. Hence the applicability of this clause
 
 regarding terms and conditions which are prejudicial to the interest of
 the Company does not arise.
 
 XVI.  According to the information and explanations given to us, the
 Term Loans were not obtained by the Company. Hence this clause is not
 applicable.
 
 XVII.  According to the information and explanations given to us no
 funds are raised by the Company on short-term basis. Hence the Clause
 of Short term funds being used for Long term investment does not arise.
 
 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. Hence the applicability of the clause
 regarding the price at which shares have been issued and whether the
 same is prejudicial to the interest of the Company does not arise.
 
 XIX.  According to the information and explanations given to us, the
 Company does not have any debentures. Hence the applicability of the
 clause regarding the creation of security or charge in respect of
 debentures issued does not arise.
 
 XX.  According to the information and explanations given to us, the
 Company has not raised money by way of public issues during the year.
 
 XXI.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the year
 under audit.
 
                                                 For P. Murali & Co.,
                                                 Chartered Accountants
 Place: Hyderabad                                 P. Murali Mohana Rao
 Date : June 30, 2009                                      Partner