1.  We have audited the attached Balance Sheet of HARYANA CAPFIN
 LIMITED as at 31st March, 2011, the Profit & Loss Account and 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 have 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 and the
 Companies (Auditor''s Report) (Amendment) Order, 2004 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 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 purpose 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 & 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 comply with the accounting standards referred to in
 sub-section (3C) of section 211 of the Companies Act, 1956;
 
 (v) On the basis of written representations received from the directors
 and taken on record by the board of directors, we report that as on
 31.03.2011 none of the directors is disqualified on the said date from
 being appointed as a 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
 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 for the
 year ended on that date
 
 (c) In the case of the cash flow statement, of the Cash Flow for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) All the fixed assets have been physically verified by the
 management according to a regular programme which in our opinion is
 reasonable having regard to the size of the company and the nature of
 its assets. No material discrepancies with respect to book records were
 noticed on such verification.  (ii) The company does not have any
 inventory and as such clauses (ii) (a), (b) & (c) of the Order are not
 applicable to the company.  
 
 (iii) In our opinion and according to the explanations given to us, the
 company has neither granted nor taken loans, secured or unsecured
 to/from companies firms or other parties covered in the register
 maintained under section 301 of the Act and as such clauses (iii) (b),
 (iii) (c) and (iii) (d) 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 regards to purchase of inventory and fixed assets and for
 sale of goods and services. Further on the basis of our examination of
 the books and records of the company, carried out in accordance with
 the auditing standards generally accepted in India, we have not
 observed any continuing failure to correct major weaknesses in the
 aforesaid internal control procedures.
 
 (v) In our opinion and according to the information given to us, the
 company has not entered into any transactions that need to be entered
 in register in pursuance of Section 301 of the Act and as such clause
 (v) (b) of the Order is not applicable to the company.
 
 (vi) 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 sections 58A and 58AA or any other relevant provisions of
 the Act.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) The maintenance of cost records has not been prescribed by the
 Central Government u/s 209 (1) (d) of the Companies Act, 1956 in
 respect of the company''s products.
 
 (ix) (a) The company is regular in depositing with the appropriate
 authorities undisputed statutory dues, if any, including provident
 fund, employees state insurance investor education and protection fund,
 income tax, sales tax, service tax, wealth tax, custom duty, excise
 duty and cess and other statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amount payable in respect of income tax, sales tax, service
 tax, wealth tax, customs duty, excise duty and cess were outstanding as
 at 31.03.2011
 
 (x) The company does not have any accumulated losses at the end of the
 financial year nor has it incurred any cash loss during the financial
 year covered by our audit and in the immediately proceeding financial
 year.
 
 (xi) The company has not borrowed monies from any financial
 Institutions or bank or debenture holders and as such clause (xi) of
 the order is not applicable to the company.
 
 (xii) According to the information and explanations given to us the
 company has not granted any loan and advance on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion the company is neither a chit fund nor nidhi /
 mutual benefit fund / society and hence clause (xiii) of the Order is
 not applicable to the company.
 
 (xiv) In our opinion and according to the explanations given to us, the
 company has maintained proper records of its transactions and contracts
 and has made timely entries therein. The company is holding shares and
 debentures in its own name.
 
 (xv) In our opinion the company has not given guarantee for loans taken
 by others from banks or financial institutions.
 
 (xvi) The company has not availed 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 we report
 that no funds raised on short-term basis have been used for long-term
 investment. No long-term funds have been used to finance short-term
 assets.
 
 (xviii) The company has not made any preferential allotment of shares,
 to parties and companies covered in the register maintained under
 section 301 Companies Act, 1956.
 
 (xix) The company does not have any debentures outstanding, as on the
 Balance Sheet date, hence, the clause 4(xix) of the order is not
 applicable.
 
 (xx) The company has not raised any money through the public issue
 during the year. Accordingly, clause 4(xix) 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 B.K. SHROFF & CO.
                                            CHARTERED ACCOUNTANTS
                                   Firm Registration No.: 302166E
 
                                                    Kavita Nangia
 
 Place : New Delhi                                        Partner
 
 Date  : 28th June, 2011                    Membership No.: 90378