We have audited the attached Balance Sheet of SHRENUJ & COMPANY LIMITED
 as at 31st March 2011 and the Profit and Loss Account and also 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.
 
 1.  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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in 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.
 
 2.  As required by the Companies (Auditor''s Report) Order 2003 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
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 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, proper books of account, as required by law, have
 been kept by the Company, so far as appears from our examination of
 those books;
 
 c) The Balance Sheet, Profit and Loss Account 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 this report comply with the mandatory
 Accounting Standards referred in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 e) On the basis of written representations received from the directors,
 as on 31st March 2011 and taken on record by the Board of Directors, we
 report that, none of the directors are disqualified as on 31st March,
 2011 from being appointed as directors in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act 1956;
 
 f) Without qualifying our report, we draw attention to:
 
 Note No. 3 of Schedule O regarding adoption of principles of hedge
 accounting enunciated in the Accounting Standard (AS) 30 – Financial
 Instruments Recognition and Measurement, in respect of derivative
 transaction entered into to hedge foreign currency risk. Accordingly,
 the net notional gain amounting to Rs. 70.97 lacs on such derivative
 transactions which have been designated as effective cash flow hedges
 have been recorded in the Hedging Reserve Account.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said accounts read together with the
 Significant Accounting Policies and other notes thereon give the
 information required by the Companies Act, 1956, in the manner so
 required, and present a true and fair view, in conformity with the
 accounting principles generally accepted in India:
 
 (i) in so far as it relates to Balance Sheet, of the state of affairs
 of the Company as at 31st March, 2011;
 
 (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; and
 
 (iii) In so far as it relates to the Cash Flow Statement, of the cash
 flows of the company for the year ended on that date.
 
 ANNEXURE TO AUDITOR''S REPORT
 Referred to in Paragraph 2 of our report of even date
 
 1.  In respect of its fixed assets:
 
 a.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b.  As explained to us all the fixed assets have been physically
 verified by the Management at the end of the accounting year, which in
 our opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 physical verification.
 
 c.  In our opinion, the Company has not disposed of substantial part of
 fixed assets during the year and the going concern status of the
 Company is not affected.
 
 2.  In respect of its inventories:
 
 a.  As explained to us, inventories have been physically verified by
 the management at regular intervals during the year, except for
 inventories lying with third parties in respect whereof the company has
 obtained necessary confirmations.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 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 inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956:
 
 a.  The Company has given loans to four wholly owned subsidiary
 Companies during the year aggregating to Rs. 500.20 lacs, the maximum
 amount of loans granted by the Company at any time during the year was
 Rs. 6343.13 lacs and the year-end balance in respect of the said loans
 outstanding is Rs 6204.47 lacs.
 
 b.  In our opinion and according to the information and explanation
 given to us, having regard to the long term involvement of the Company
 with its wholly-owned subsidiaries, the said interest-free loans are
 not prima facie prejudicial to the interest of the Company.
 
 c.  There are no stipulations as regards repayment of principal amounts
 and all the loans granted are interest free and therefore there is no
 question of recovering the interest amount.
 
 d.  There are no stipulations as regards repayment of principal amount
 and therefore, the question of overdue amounts does not arise.
 
 e.  The Company has taken loans from six parties during the year. The
 year-end balance in respect of the said loans is Rs.  5131.70 lacs.
 
 f.  Of the above, loan from a Director and two relatives is interest
 free and in respect of other three parties, based on the audit
 procedures performed by us, in our opinion, the rate of interest and
 other terms and conditions of the said loans are not prima facie
 prejudicial to the interest of the Company.
 
 g.  The interest payments, wherever applicable, have been regularly
 paid by the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is 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 also for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956, in our opinion and according to the information
 and explanations given to us:
 
 a.  The transactions made in pursuance of contracts or arrangements
 that need to be entered into the register maintained under Section 301
 of the Companies Act, 1956 have been so entered.
 
 b.  In respect of transactions for purchase and sale of goods in
 pursuance of contracts or arrangements entered in the register
 maintained under section 301 of the Companies Act, 1956, pricing
 essentially involves technical appraisal. However, we have been
 informed by the management, that these transactions have been effected
 at the prevailing market rates in the given conditions.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of section
 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance
 of Deposits) Rules, 1975 with regard to the deposits accepted from the
 public. No orders in respect of said deposits have been passed by the
 Company Law Board, National Company Law Tribunal, Reserve Bank of
 India, Courts of any other Tribunals.
 
 7.  In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 8.  The Central Government has not prescribed maintenance of Cost
 Records under Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  In respect of statutory dues:
 
 a.  According to the records of the Company, 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, as may
 be applicable, have been generally regularly deposited with the
 appropriate authorities.  According to the information and explanations
 given to us, no undisputed amounts payable in respect of the aforesaid
 dues were outstanding as at 31st March, 2011 for a period of more than
 six months from the date of becoming payable.
 
 b.  The disputed statutory dues aggregating to Rs. 99.76 lacs that have
 not been deposited on account of matters pending before appropriate
 authorities are as under:
 
 Sr. 
 No. Name of the statute Nature of
                         the Dues  Forum where dispute  Period to 
                                                         which    Amount
                                   is pending           amount
                                                        relates   (Rs. 
                                                                  Lacs)
 
 1. Income Tax Act, 1961 Income-
                         Tax       Commissioner of      FY 01-02   53.71
 
                                   Income-Tax (Appeals) FY 02-03    9.24
 
                                                        FY 05-06   23.52
 
                                   Appellate Tribunal   FY 89-90    3.93
 
                                                        FY 99-00    3.54
 
                                                        FY 2000-01  2.07
 
 2. The Bombay Sales     Sales 
                         Tax       Commissioner  
                                  (Appeals)             FY 94-95    3.39 
     Tax Act                                            FY 95-96    0.36
 
 TOTAL:                                                            99.76
 
 10.  The Company has no accumulated losses and has not incurred any
 cash losses during the financial year covered by our audit or in the
 immediately preceding financial year.
 
 11.  Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that the Company has not
 defaulted in repayment of dues to financial institutions, or banks. The
 Company has not raised any money by issue of debentures.
 
 12.  In our opinion and according to the information and explanation
 given to us, no loans and advances have been granted by the Company on
 the basis of security by way of pledge of shares, debentures and other
 securities.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/ society. Therefore, clause 4(xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the Company.
 
 14.  The Company is not dealing or trading in shares, securities,
 debentures or other investments. The investments made by the Company
 are held in its own name except to the extent of the exemption under
 Section 49 of the Companies Act, 1956.
 
 15.  The Company has given guarantees for loans taken by its subsidiary
 and associate companies from banks. According to the information and
 explanations given to us by the management, and having regard to the
 long term involvement of the Company with its subsidiaries and
 associates, we are of the opinion that the terms and conditions thereof
 are not prima facie prejudicial to the interests of the Company.
 
 16.  In our opinion, the term loans outstanding at the beginning of the
 year as well as those raised during the year have been applied for the
 purpose for which they were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investments during the year.
 
 18.  The Company has made preferential allotment of shares on exercise
 of options granted in earlier years under the ESOP Schemes to parties
 covered in the Register maintained under Section 301 of the Companies
 Act, 1956. The price at which such shares are allotted is not prima
 facie prejudicial to the interest of the Company.
 
 19.  The Company has not raised any monies by issue of debentures.
 
 20.  The Company has not raised any monies by making a public issue
 during the year.
 
 21.  In our opinion and 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 Rajendra & Co
 
 Chartered Accountants
 
 (Firm Registration No. 108355W)
 
 Akshay R. Shah
 
 Partner
 
 Membership No.: 103316
 
 Mumbai
 
 Dated: 28th May, 2011