1.  We have audited the attached Balance Sheet of ICSA (INDIA) LIMITED
 as at March 31, 2011, the Profit and 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 Companys
 Management. Our responsibility is to express an opinion on the
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statements
 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 paragraph 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, the 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 and loss account and cash
 flow statement dealt with by this report 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,
 as on March 31, 2011 and taken on record by the Board of Directors, We
 report that none of the Directors is disqualified as on March 31, 2011
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Sec. 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 balance sheet, of the state of affairs of the company
 as at March 31, 2011;
 
 b) in the case of profit and loss account, of the profit 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 to the Auditors Report Re: ICSA (INDIA) LIMITED
 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 fixed
 assets.
 
 b) All the assets have been physically verified by the management
 during the year and there is also a regular programme of verification
 which, in our opinion, 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, the company has not disposed off a substantial part
 of the Fixed Assets, according to the information and explanations
 given to us.
 
 ii) a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 c) The company is maintaining proper records of inventory.  The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 iii) The Company has neither granted nor taken any loans, secured or
 unsecured to/from companies, firms, or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956. Hence
 Clause (iii) [a] to [g] of paragraph 4 of the Companies (Auditors
 report) Order 2003 is not applicable to the Company for the current
 year.
 
 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 purchases of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weaknesses in internal control system of the company.
 
 v) a) According to the information and explanations given to us, that
 the particulars of all contracts or arrangements that need to be
 entered into the register maintained under section 301 of the Companies
 Act, 1956 have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted public deposits covered by
 the provisions of sections 58 A and 58AA of the Companies Act, 1956 and
 the rules framed there under.
 
 vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii) In our opinion and according to the information and explanations
 given to us, the company has maintained cost records where ever
 applicable.
 
 ix) a) The company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education protection fund, employees state insurance, income
 tax, sales tax, service tax, custom duty, excise duty and other
 material statutory dues applicable to it.
 
 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 explanation given to us , no
 undisputed amounts payable in respect of sales tax, service tax,
 customs duty and excise duty were in arrears, as
 
 at March 31, 2011 for a period of more than six months from the date
 they become payable.
 
 c) According to the information and explanation given to us, there were
 no dues of income tax, sales tax, service tax, customs duty and excise
 duty, which have not been deposited on account of any dispute.
 
 x) In our opinion, the company has no accumulated losses. Further, the
 company has not incurred cash losses during the financial year covered
 by our audit and the immediately preceding financial year.
 
 xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 financial institutions or banks.
 
 xii) We are of the opinion that the company has not granted any loans
 and advances on the basis of security by way of pledge of shares,
 debentures and other securities and the company is not required to
 maintain any records thereof.
 
 xiii) In our opinion, the company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4 (xiii) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 company.
 
 xiv) In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4 (xiv) of the Companies (Auditors Report) Order,
 2003 are not applicable to the company.
 
 xv) In our opinion, the company has not given any guarantees for loans
 taken by others from banks or financial institutions.
 
 xvi) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 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 the no funds raised on short-term basis have been used for
 long-term investment.
 
 xviii) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act. However, the company has during the current year, issued 2,500,000
 fully convertible warrants to the promoter group at an issue price of
 Rs. 145 per warrant, convertible to 2,500,000 equity shares.
 
 xix) According to the information and explanations given to us, during
 the period covered by our audit report, the company had not issued any
 debentures.
 
 xx) The company had not raised any money by public issues during the
 period covered by audit.
 
 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 VDNR & ASSOCIATES 
                                                Chartered Accountants
 
                                                    D. Venkateswarlu
 
                                                             Partner
 
                                             Membership No. : 028488
 
                                               Firm Reg. No. 011251S
 
 Place: Hyderabad 
 
 Date: May 20, 2011