1.  We have audited the attached Balance Sheet of IFSL LIMITED (''the
 Company'') as at March 31, 2011 and also the Profit and 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 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 (Auditor''s Report) Order, 2003 (as
 amended) (the Order) 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 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 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 the 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 section 274 of he 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;
 
 - in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 - in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 - in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditor''s Report
 
 (i) (a) The fixed assets of the Company comprises of leased fixed
 assets and other fixed assets. The Company has maintained proper
 records showing full particulars, including quantitative details and
 situation of fixed assets.
 
 (b) All fixed assets, except leased assets, were physically verified by
 the management during the year in accordance with a planned program of
 verifying them which, in our opinion, is reasonable having regard to
 the size of the Company and the nature of its assets. As informed, no
 material discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The securities held as stock in trade by the custodian are
 verified with the confirmation statement received from them on a
 regular basis. In our opinion, the frequency of such verification is
 reasonable.
 
 (b) The procedures of 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 no discrepancies were noticed on
 comparing the physical securities/ statement from custodian with book
 records.
 
 (iii) As informed, the Company has not 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.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of securities and fixed assets and for the sale of securities
 and services. During the course of our audit, no major weakness has
 been noticed in the internal control system in respect of these areas.
 
 (v) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The provision of clause (viii) of the Order is not applicable to
 the Company in the year under audit and hence not reported upon.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 income-tax, wealth tax, service tax and other material statutory dues
 applicable to it. The provisions of Investor Education and Protection
 Fund, customs duty, excise duty and cess are not applicable to the
 Company in the current year.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, income tax,
 service tax, sales-tax, cess and other undisputed statutory dues were
 outstanding, at the year end, for a period of more than six months from
 the date they became payable.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to financial
 institution, banks or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (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 (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, proper records have been maintained of
 the transactions and contracts and timely entries have been made
 therein. The shares, securities, debentures and other investments have
 been held by the Company, in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has not given counter guarantee for loans taken by anybody.
 
 (xvi) The Company did not have any term loans outstanding during the
 year. For this purpose loans with repayment periods beyond 36 months
 are considered are considered as long term loans.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet and cash flow statement of
 the Company, we report that no funds raised on short-term basis have
 been used for long-term investment.
 
 (xviii)The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding secured debentures
 during the year.
 
 (xx) The Company has not raised any money through a public issue.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 
                                           L. N. PATEL & CO.
 
                                       Chartered Accountants
 
                                              Sd/-
 
 Date : 01-09-2011                        (L. N. PATEL)
 
 Place :AHMEDABAD                            Proprietor
 
                                          M.NO. -71211