1.  We have audited the attached Balance Sheet of ISL CONSULTING LTD as
 at 31st March 2011 and the Profit & Loss Account for the year ended on
 that date along with the Cash Flow statement 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 issued
 by the Central Government in terms of sub section (4A) section 227 of
 the Companies Act 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a.  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.
 
 b.  In our opinion, the Company has kept proper books of accounts as
 required by law, so far as appear from our examination of those books.
 
 c.  The Balance Sheet, Profit and Loss account and the Cash Flow
 statement referred to in 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 this report comply with the accounting
 standards prescribed u/s 211(3c) of the Companies Act, 1956 except with
 regard to matters stated in Para (5) below. Subject to non-provision
 for accrued gratuity liability, bonus and leave encashment in
 accordance with As-15 on Employee Benefits in the financial statements
 of the employer issued by the Institute Of Chartered Accountants Of
 India.
 
 e.  The company has not levied or collected any cess for the purpose of
 rehabilitation or revival or protection of assets of the Sick
 Industrial Companies on its annual turnover and has not paid to the
 credit of The
 
 Central Government the said levy as required u/s 441 A of the Companies
 Act as the same has not been notified by the Central Government.
 
 f. On the basis of written representations received from the Directors,
 and taken on record by Board of Directors, we report 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 (1) of section
 274 of the Companies Act, 1956.
 
 5.  We further report that
 
 a.  Kothari Securities Limited 22, 50,000/- and M/s Innovation Agro
 Products Ltd. Rs.8,15,000/- respectively which the Company has
 classified as long term We are unable to comment on realizable value of
 Investment made in the above company, in the absence of the Balance
 sheet of the invests Company.
 
 b.  The Company has made advances of Rs.45,21,896/- on which no
 repayment stipulations or confirmation are made and the reliability
 is not ascertainable.
 
 c.  The Share Certificates with regard to investments made by the
 company were not available for physical verification.
 
 6. In our opinion, the said accounts read together with the notes
 thereon give the information required by the Companies Act, 1956 in the
 manner so required give a true & fair view.
 
 (i) In so far as it relates to the Balance Sheet, of the state of
 affairs of the Company as at 31st March, 2011 and
 
 (ii) In so far as it relates to the Profit and Loss account of the
 Profit of the Company for the year ended on that date.
 
 (iii) In the case of the cash flow statement, of the cash flows for the
 year ended on the date
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 3 of our
 Report of even date)
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Government in terms of section 227 (4A) of the Companies
 Act, 1956 and on the basis of such checks of the books and records of
 the Company, as we considered appropriate and according to the
 information and explanations given to us during the course of the
 audit, we report that,
 
 1.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situations of fixed
 assets.
 
 (b) The fixed assets have been physically verified by the management at
 reasonable intervals and no material discrepancies were noticed on such
 verification.
 
 (c) No assets have been disposed off during the year and the going
 concern concept is not altered.
 
 2.  (a) In respect of the securities held as stock in trade and
 investments the same have been physically verified at reasonable
 intervals by the Management.
 
 (b) The procedures of physical verification 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 and no
 material discrepancies are noticed on such physical verification.
 
 3. The Company has taken not given or taken loans from the parties
 covered in the register Maintained under section 301 of the companies
 act of 1956.
 
 4. In our opinion and according to the explanations given to us the
 internal control procedure of the Company are commensurate with the
 size of the company and the nature of its business with regards to
 Fixed Assets other assets and with regard to the sale of securities. No
 instance of continuing failure to correct major weakness in internal
 control was noticed.
 
 5.  According to the information and explanations given to us there
 were transactions of sale of shares made in pursuance of contracts or
 arrangements entered in the Register maintained under section 301 of
 the Companies Act 1956 which were made at market prices. The Company
 has maintained register u/s 301 of the Companies Act 1956.
 
 6.  The Company has not accepted any deposits from the public.
 Therefore the provisions of section 58 A and 58AA of the Companies Act
 1956 and rules framed there under are not applicable.
 
 7.  The Company has no Internal Audit system.
 
 8.  The Central Government has not prescribed for the Company
 maintenance of the Cost Records under clause (d) of subsection (1) of
 secion209 of the Act.
 
 9.  a) According to the records of the Company, the company is regular
 in depositing undisputed statutory dues and other statutory dues
 applicable to it with the appropriate authorities.  b) According to the
 records of the Company and according to the information and
 explanations given to us, there are no dues of Income tax, Wealth tax,
 Sales tax, Excise duty and Cess, which have not been deposited on
 account of dispute.
 
 10.  The accumulated losses of the Company''s does not exceeded 50% of
 its net worth and it has not incurred any cash loss during the current
 year.
 
 11.  The company has not taken term loans from any financial
 institutions bank or issued Debentures. Hence the question of default
 in repayment of dues does not arise.
 
 12.  The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The Company is dealing in shares and proper records have been
 maintained for the transactions. We are informed that the investments
 are held in the name of the Company.
 
 14.  The company has not given guarantee for loans taken by others from
 Bank or financial institution.
 
 15.  The company has not obtained term loans during the year.
 
 16.  As per the records of the company no funds were raised on short
 term Basis and used for long term investment and vice versa
 
 17.  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.
 
 18.  The company has not issued any debentures and hence creation of
 Securities in respect of debentures does not arise.
 
 19.  The company has not raised money by way of public issue of shares.
 
 20.  According to information and explanations furnished to us no fraud
 on or by the company has been noticed or reported during the year.
 
 21.  The nature of the business of the company is such that the Clauses
 XIII, of paragraph 4of the Companies Act (Auditors Report) Order 2003
 are not applicable
 
 
 
                                                For Venkatesh & Co.,
 
                                             Chartered Accountants
 
                                                  F.R.No.:-004636S
 
 
 Place: Chennai                                      CA Dasaraty V
 
 Date : 27/08/2011                                         Partner
 
 Membership No.26336