We have audited the attached Balance Sheet of NEELAMALAI AGRO
 INDUSTRIES LIMITED, KATARY, as at 31st March 2011 and also the Profit
 and Loss Account for the year ended on that date annexed thereto,
 together with the Notes thereon and the Cash Flow Statement for the
 year ended on that date. 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 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 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 the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003, as amended
 by the Companies (Auditor''s Report) (Amendment) Order 2004, issued by
 the Central Government in terms of Section 227 (4A) 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.
 
 Further to the comments 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 and Profit and Loss Account read with the Notes
 forming part thereof, dealt with by this Report, are in agreement with
 the books of account.
 
 (iv) In our opinion, the Balance Sheet and Profit and Loss Account,
 dealt with by this Report, comply with the Accounting Standards
 referred to in Section 211 (3C) of the Companies Act, 1956.
 
 (v) Based on the written representations made by the Directors and
 taken on record by the Board of Directors, we state that none of the
 Directors is disqualified from being appointed as a Director in terms
 of Section 274(1) (g) 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 read with the Notes
 forming part thereof, 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2011;
 
 b) in the case of the 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
 
 i) a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets.
 
 b) Physical verification of major items of these assets has been
 conducted by the Management during the financial year and no material
 discrepancies were noticed on such verification.
 
 c) No substantial part of fixed assets of the company has been disposed
 off during the year.
 
 ii) a) Physical verification of Inventory has been conducted by the
 Management at reasonable intervals.
 
 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.
 
 c) The Company has maintained proper records of inventory and no
 material discrepancies have been noticed on physical verification of
 inventory as compared to book records.
 
 iii) a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties, covered in the register maintained
 under Section 301 of the Act and hence the clauses (iii) (a), (b), (c)
 & (d) of the Order are not applicable.
 
 b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties, covered in the register maintained
 under Section 301 of the Act and hence the clauses (iii) (e), (f) & (g)
 of the Order are not applicable.
 
 iv) The Company has adequate internal control system commensurate with
 the size of the Company and the nature of its business for the purchase
 of inventory, fixed assets and for the sale of goods or services.
 
 v) a) The particulars of contracts or arrangements referred to in
 section 301 of the Act have been entered in the register required to be
 maintained under that section.
 
 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 Act and exceeding the value of five lakh rupees 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) The Company has complied with the directives issued by the Reserve
 Bank of India and the provisions of Section 58A and 58AA or other
 provisions of the Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975 with regard to the deposits accepted from the
 public.
 
 vii) The Company has an Internal Audit system commensurate with its
 size and nature of its business.
 
 viii) We have broadly reviewed the books of account relating to
 materials, labour and other items of cost maintained by the company
 pursuant to the Rules made by the Central Government for the
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act, 1956 and we are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained.
 
 ix) a) The company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income tax, sales tax, wealth tax, service tax, customs duty, excise
 duty, cess and other statutory dues applicable to it. No undisputed
 statutory dues which were outstanding as at the last day of the
 financial year for a period of more than six months from the date they
 became payable.
 
 b) There are no disputed statutory dues.
 
 x) The Company has no accumulated losses. The Company has not incurred
 any cash loss in the current financial year and in the immediately
 preceding financial year.
 
 xi) The Company has not defaulted in repayment of dues to 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 Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund /
 Society.
 
 xiv) The Company is not dealing or trading in shares, securities,
 debentures or other investments.
 
 xv) The company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 xvi) The Company has applied the term loans for the purpose for which
 they were obtained.
 
 xvii) According to the information and explanations given to us, 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
 during the year.
 
 xix) The Company has not issued any debentures.
 
 xx) The Company has not raised any money by public issues during the
 year.
 
 xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.
 
 
                                                      For SURI & CO.
                                              Chartered Accountants
                                                    Firm No.004283S
 
                                                         S. Ganesan
                                                            Partner 
                                               Membership No. 18525
 
 Chennai 
 30.05.2011