We have audited the attached Balance Sheet of Indergiri Finance
 Limited, as at 31st March 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.
 
 We conducted our audit in accordance with generally accepted auditing
 standards 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 and report that:
 
 1.  As required by the Manufacturing and the Other Companies (Auditors''
 Report) Order, 1988 issued by the Company Law Board in terms of Section
 227 (4A) of the Companies Act, 1956 we give in the annexure, a
 statement on the matters specified in paragraphs 4 and 5 of the order.
 
 2.  Further to our comments in the annexure referred to in the
 paragraph (1) above;
 
 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 accounts as required by law have
 been kept by the company so far as appears from our examination of the
 books.
 
 c.  The Balance Sheet, Profit and Loss and Cash Flow statement dealt
 with by this report are in agreement with the books of account.
 
 d.  In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by his report comply with the Accounting
 Standards referred to in subsection (3C) of Section 211 of the ompanies
 Act, 1956.
 
 e.  In our opinion and to the best of our information and according to
 the explanations given to us, the aid Accounts read together with notes
 thereon 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;
 
 (i) in the case of the Balance Sheet, of the State of Affairs of the
 company as at 31st March 2011;
 
 (ii) in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 3.  On the basis of the written representations of the directors, taken
 on record by the Board of Directors and on the basis of examination of
 records of the Company, we report and certify 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 (I) of Section 274
 of the Companies Act, 1956 on the said date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Referred to in paragraph 1 of the Auditors'' Report of INDERGIRI FINANCE
 LIMITED, on the accounts for the year ended on 31st March, 2011.
 
 (a) The Company has maintained proper records to show full particulars
 including quantitative details and situation of its Fixed Assets.
 
 (b)The management has verified the assets no material discrepancy has
 been noticed on such verification. In our opinion frequency of
 verification is reasonable having regard to the size of the Company and
 the nature of fixed assets.
 
 (c) During the year, Company has not disposed off substantial part of
 fixed assets.
 
 II (a) The inventories of securities have been physically verified with
 stock statement by the management during the year. In our opinion the
 frequency of verification is reasonable.
 
 (b) The procedure of physical verification of the inventories followed
 by the management is reasonable and adequate in relation to the size of
 the company and nature of its business.
 
 (c) The Company has maintained proper records of inventory and no
 discrepancies were noticed on physical verification.
 
 III (a) The Company has not granted any loans to companies, firms or
 other parties listed in the Register maintained under section 301 of
 the Companies Act, 1956 and the Company has not taken loans from any
 party covered in the Register maintained under section 301 of the
 Companies Act, 1956.
 
 IV There are adequate internal control procedures commensurate with the
 size of the company and nature of its business with regard to the
 purchase of inventory and fixed assets, and with regard to sale of
 securities.
 
 V During the year, there are no transactions that need to be entered
 into the register maintained in pursuance of section 301, of the
 Companies Act 1956.
 
 VI The Company has not accepted any deposit since inception and during
 the year and accordingly the provisions of Section 58A and the rules
 framed there under are not applicable to the Company.
 
 VII In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.
 
 VIII The Company does not require to have cost records.
 
 IX (a) The Company has been regular in depositing undisputed statutory
 dues including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Custom
 Duty, Excise Duty, Cess and other statutory dues with appropriate
 authorities where ever applicable.
 
 (b) There were no undisputed amounts payable in respect of the
 statutory dues which have remained outstanding as at 31st March 2011 for
 a period of more than six months from the date they became payable.
 
 (c) There were no dues in respect of Sales Tax / Income Tax/ Custom
 Duty / Wealth Tax/ Excise Duty / Cess that have not been deposited on
 account of any dispute
 
 X The Company have accumulated losses amounting to Rs. 28.99 lacs as at
 the end of the year and the company has not incurred cash losses during
 current year.
 
 XI The Company has not availed any loan from financial institution and
 bank hands there is no question of default in repayment of dues to
 financial institutions and banks.
 
 XII The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 XIII The provisions of any special statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund / Societies are not applicable to the
 company.
 
 XIV The Company has kept adequate records of its transactions and
 contracts in respect of dealing in shares, securities, and other
 investments and timely entries have been made therein. The shares,
 securities, and other investments have been held in the name of the
 Company except shares of Somani Securities Private Limited,
 certificates in respect of which not yet received by the Company.
 
 XV The Company has not given any guarantee for loans taken by others
 from banks and financial institutions.
 
 XVI The Company has not taken and availed any term loans.
 
 XVII The Company has not raised any fund either on short term basis or
 long term basis hence the utilization for long term or short investment
 does not apply.
 
 XVIII 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, during the year.
 
 IX No debentures have been issued by the company and hence, the
 question of creating securities in respect thereof does not arise.
 
 XX The Company has not raised money by any public issues during the
 year and hence the question of disclosure and verification of end use
 of such money does not arise.
 
 XXI To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
                                          For A. HAgarwal & Associates
 
                                                 Chartered Accountants
                                                     F. R. No. 129533W         
 
                                                     [Anand H. Agarwal]
 
 Place: Mumbai                                              Proprietor
 
 Date : 25th June 2011                                     M.No. 38906