1.  We have audited the attached Balance Sheet of INDIANIVESH LIMITED,
 as at 31st March, 2011, 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. We here by express our 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 from material misstatements. An audit
 includes examining,onatest 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for ouropinion.
 
 3.  As required by the Companies (Auditor''s Report)Order,2003 (Order)
 issued by the CompanyLaw Board interms of Section 227 (4A) of the
 Companies Act, 1956, and on the basis of such checks as considered
 appropriate and according to the information and explanations given to
 us during the course of audit, we annex here to a Statement on the
 matters specified in Paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred in para 3 above,
 we report that:
 
 i. Wehave 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, and profit and loss account dealt with by this
 report are in agreement with the books of accounts.
 
 iv. In our opinion the balance sheet and the profit & loss account
 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 31st March 2011 and taken on record by the Boards of Directors ,
 we report that none of the directors are disqualified as on 31st March
 2011 from being appointed as directors in terms of section 274 (1)
 (g)of the Companies Act, 1956.
 
 vi. In our opinion and to the bestofour information and accordingtothe
 explanations given to us, the said accounts, read together with notes
 thereon, give the information in the manner as required by the
 Companies Act, 1956, and also give a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 a) In the case of the balance sheet,ofthe state of affairs of the
 Company as at March 31, 2011,
 
 b) Inthe case of the profit and Loss account,ofthe 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 TO THE AUDITORS REPORT
 
 Statement referred to in paragraph 3 of our report of even date on the
 accounts for the year ended 31 st March, 2011 to the Members of the
 INDIANIVESH LIMITED.
 
 1.  Fixed Assets
 
 i The company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 ii As explained to us, all the fixed assets have been physically
 verified by the management in phase periodical manner, whichisour
 opinion reasonable. No material discrepancies were noticed on such
 verification.
 
 iii In our opinion and according to the information and explanations
 given to us none of the fixed Assets has been disposed off by the
 company during the year and the going concern status of the Company is
 not affected.
 
 2.  Inventories
 
 Since the company do not have any inventory during the year clause 4
 (ii)(a),(b) and (c) is not applicable
 
 3.  Loans
 
 i) The company has granted loan to a subsidiary companies aggregating
 to Rs. 67,50,000/-.  In respect of the said loan, the maximum amount
 outstanding at any time during the year is Rs.67,50,000/- and year-end
 balanceisRs. 57,00,000/-.
 
 ii) In our opinion and according to the information and explanation
 given to us, the rate of interest and other terms and conditions of
 loan are not prima facie prejudicial to the interest of the company.
 
 iii) The said loan is repayable on demand and there is no specific
 terms for repayment.
 
 iv) In respect of loan given by the Company, the same is repayable on
 demand and therefore the question of over due amount does not a rise.
 
 v) The Company has not taken any loan during the year from companies,
 firms or other parties covered in the Register maintained under Section
 301 of the Companies Act,1956.
 
 Consequently, the requirement of Clauses (3) (f) and (3) (g) of
 paragraph 4 of the Order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 withthe sizeofthe companyand the nature of its business with regard to
 purchase of shares and fixed assets and for sale of goods and services
 during the year. During the courses of our audit we have not observed
 any continuing failure to correct major weakness in the internal
 control systems.
 
 5.  I) Based on the information & explanations given to us, we are of
 the opinion that the particulars of contracts or arrangement referred
 to in section 301 of the Companies Act, 1956 have been entered inthe
 register requiredtobemaintained under that section.
 
 ii) In our opinion and according to the information and explanation
 given to us, the transaction made in pursuance of such contracts or
 arrangement 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 the prevailing market prices at the relevant time.
 
 6.  According to the information and explanations given to us the
 Company has not accepted any deposits from the public. Therefore, the
 provisions of Clause (vi) of paragraph 4 of the Order are not
 applicable to the company.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  Maintenance of cost records under section 209(1) (d) of The
 Companies Act, 1956 are not applicable to the Company.
 
 9.  i) Taxes and Duties
 
 According to the books and records a sex a mined by us and according to
 the information and explanations given to us, in our opinion, the
 company have been generally regular in deposited with appropriate
 authorities undisputed statutory dues including Provident fund,
 Investor Education and Protection Fund, Employee''s State Insurance,
 Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, Cess and
 other material statutory dues to the extent applicabletoit.
 
 ii) According to the information and explanations given to us and
 records of the Company examined by us, there were no undisputed amounts
 payable in respect of Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty,
 Excise duty and Cess ,which have remained outstanding as at last day of
 financial year, for a period of more than six months from the
 date they became payable.
 
 iii) According to the information and explanations provided to us,
 there are no disputed dues in respect of Sales Tax, Income Tax, Wealth
 Tax, Customs Duty, Excise Duty, and Cess.
 
 10.  The company does not have any accumulated losses as at the end of
 the financial year. The company has not incurred cash loss during the
 current year and the immediately preceding financial year.
 
 11.  Based on our audit procedures and according to the records of the
 company examined by us and the information and explanations given to
 us,the companyhas not defaulted in repayment of dues to any bank. The
 company has neither taken any loans from a financial institution nor
 issued any debentures.
 
 12.  Based on our examination of records and information and
 explanations given to us, the company has not granted any loans and
 advanceson the basis of security by way of pledge of shares, debentures
 and other securities. Therefore, the provisions of the clause 4 (xii)
 of the Order are not applicable to the Company.
 
 13.  The Company is not a Chit Fund/Nidhi/Mutual benefit fund/Society.
 Therefore, the provisions of the clause 4 (xiii) of the Order are not
 applicable to the Company.
 
 14.  The company has maintained proper records of transactions and
 contracts in respect of Investment in securities, debentures and other
 investments and timely entries have been made therein. All shares,
 debentures and other investments have been held by the Company in its
 own name except for the shares which are lodged for transfer or pending
 to be received from the Company or lying with the Broker as certified
 by the management.
 
 15.  As per information and explanations given to us, in our opinion,
 the Company has not given corporate / counter guarantees for loans
 taken by others except in case of its subsidiary company, the terms and
 condition where of are prima facie not prejudicial to the interest of
 the company.
 
 16.  The term loans raised by the company during the year have been
 applied for the purpose for which they were raised.
 
 17.  Accordingto the information and explanations given to us andon 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.
 
 18.  The Company has not made any preferential allotment of shares to
 parties & companies covered in the Register maintained under section
 301 of the Companies Act, 1956 during the year.
 
 19.  The company has not issued debentures and hence the question of
 creating securities in respect thereof does not arise.
 
 20.  The company has not raised any money by public issue during the
 year.  21.  To the best of our knowledge and belief and according to
 the information & explanations given to us, no fraud on or by the
 Company has been noticed or reported during the course of our audit.
 
                                                For CLB & Associates
 
                                               Chartered Accountants
 
                                                         S. Sarupria
 
 Place: Mumbai                                               Partner
 
 Date : 30/05/2011                                      M. No. 35783