1 WE HAVE AUDITED THE ATTACHED BALANCE SHEET OF GEEKAY FINANCE &
 LEASING CO. LTD. AS ON 31ST MARCH 2010 AND THE PROFIT & LOSS ACCOUNT
 AND THE CASH FLOW STATEMENT FOR THE YEAR ENDED ON THAT DATE ANNEXED
 THERETO. THESE STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANYS
 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 DISCLOSURE 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.
 
 3 SS REQUIRED BY THE COMPANIES (AUDITORS REPORT) ORDER 2003 ISSUED BY
 THE CENTRAL GOVERNMENT OF INDIA TERMS OF SECTION 227 (4A) OF THE
 COMPANIES ACT 1956 WE ENCLOSE HERETO A STATEMENT ON THE MATTER
 SPECIFIED IN PARAGRAPH 4 AND 5 OF THE SAID ORDER.
 
 4 FURTHER TO OUR COMMENTS REFERRED TO PARAGRAPH (1) 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 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 AND THE PROFIT & LOSS ACCOUNT DEALT WITH BY THIS
 REPORT ARE IN AGREEMENT WITH THEBOOKS OF ACCOUNT.
 
 D) IN OUR OPINION PROFIT & LOSS ACCOUNT AND BALANCE SHEET COMPLY WITH
 THE MANDATORY ACCOUNTING STANDARDS REFERRED TO THE SECTION 211 (3C) OF
 THE COMPANIES ACT, 1956 TO THE EXTENT APPLICABLE.
 
 E) ON THE BASIS OF WRITTEN REPRESENTATIONS RECEIVED BY THE COMPANY FROM
 THE DIRECTORS AS ON 31ST MARCH 2010 WE REPORT THAT NONE OF THE
 DIRECTORS IS DISQUALIFIED FROM BEING APPOINTED AS DIRECTOR UNDER CLAUSE
 (G) SUB-SECTION (1) OF SECTION 274 OF THE COMPANIES ACT 1956.
 
 F) IN OUR OPINION AND TO THE BEST OF OUR INFORMATION AND ACCORDING TO
 THE EXPLANATIONS GIVEN TO US , THE ACCOUNT READ WITH THE NOTES THEREON,
 GIVE THE INFORMATION REQUIRED BY THE COMPANIES ACT 1956, IN THE MANNER
 SO REQUIRED AND GIVE A TRUE AND FAIR VIEW IN CONFIRMITY WITH THE
 ACOUNTING PRINCIPLES GENERALLY ACCEPTED IN INDIA;
 
 I) IN THE CASE OF BALANCE SHEET, OF THE STATE OF AFFAIRS OF THE COMPANY
 AS AT 31st MARCH, 2010, AND
 
 II) IN THE CASE OF PROFIT & LOSS ACCOUNT OF THE PROFIT FOR THE YEAR
 ENDED ON THAT DATE ; AND
 
 III) IN THE CASE OF CASH FLOW STATEMENT, OF THE CASH FLOWS FOR THE YEAR
 ENDED ON THAT DATE.
  
 ANNEXURE TO AUDITORS REPORT Re: SIGRUN HOLDINGS LIMITED
 
 1.  a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) According to the information and explanations given to us, the
 management has conducted the physical verification of fixed assets at
 reasonable intervals.  No material discrepancies have been noticed on
 such physical verification as compared to available records.
 
 c) The company has not disposed off any substantial part of the fixed
 assets during the year.
 
 2.  a) As explained to us, the inventory has been physically verified
 by the management at reasonable intervals.
 
 b) 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) On the basis of our examination of the records of the inventory, we
 are of the opinion that the company is maintaining proper records of
 the inventory.
 
 3.  The Company has taken unsecured interest free loan of Rs 71.90
 Lakhs from one party, listed in the register maintained under Section
 301 of the Companies Act, 1956. Maximum outstanding during the year is
 Rs. 200 Lakhs. In our opinion and according to explanation given to us,
 the rate of interest and other terms and conditions of such loans are
 not, prima facie, prejudicial to the interest of the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to sale of goods.
 
 5.  a) The transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions entered in the register maintained under
 section 301 of the Companies Act, 1956 and exceeding by Rupees Five
 Lakhs during the year in respect of any party have been made at prices
 which are reasonable having regard to the prevailing market prices at
 the relevant time.
 
 6.  The Company has not accepted any deposits from public under the
 provisions of Section 58A and 58 AA of the Companies Act, 1956 and the
 companies (Acceptance of Deposit) Rules, 1975.
 
 7.  In our opinion, the company has an internal audit system
 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 for the
 products of the company.
 
 9.  a) According to the records of the company, the company is regular
 in depositing with appropriate authorities undisputed statutory dues
 income tax and
 
 other statutory dues applicable to it.  b) According to the records of
 the company, there are no dues on account of any dispute of custom tax,
 wealth tax, excise duty, cess.
 
 10.  The company has accumulated losses at the end of the financial
 year of Rs 2,61,13,265/-. The company has not incurred cash losses
 during the previous year; however the company has incurred cash losses
 in the immediately preceding year.
 
 11.  The company has not defaulted in repayment of any dues to
 financial institutions or banks.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced to us, the company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 13.  The company is not a chit fund or a nidhi/ mutual benefit
 fund/society. Therefore, the provisions of clause 4 (xiii) of paragraph
 4 of the order are not applicable.
 
 14.  As informed to us, the company is not dealing in or trading in
 shares, securities, debentures, and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order
 2003 (as amended) are not applicable to the company.
 
 15.  The company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 16.  The company has not taken any term loan.
 
 17.  According to the information and explanations given to us and on
 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
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 19.  The company has not issued debentures during the year.
 
 20.  The company has not raised any money by public issues during the
 year.
 
 21.  According to the information and explanations given to us, we
 report that no fraud on or by the company has been noticed or reported
 during the year.
 
 
                                           FOR B.S. VERDIA & ASSOCIATES
 
                                                  CHARTERED ACCOUNTANTS
 
                                                   FIRM REGN NO. 12120W
 
 PLACE :- MUMBAI,                                          B. S. VERDIA
 
 DATED :- MAY 29,2010.                                          PARTNER
                                                    MEMBERSHIP NO. 4081