We have audited the attached Balance Sheet of Tamboli Capital Limited
 as at 31st March 2012 and also the Profit & Loss and the Cash Flow
 Statement of the Company 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.
 
 We conducted our audit in accordance with the 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.
 
 1.  As required by the Companies (Auditors'' 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 a
 statement on the matters specified in paragraphs 4 & 5 of the said
 order.
 
 2.  Further to our comments in the annexure referred to in paragraph
 (1) 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 purpose of our
 audit;
 
 (ii) In our opinion, proper books of accounts as required by the law
 have been kept by the company so far as appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit & Loss and Cash Flow Statement dealt
 with by this report are in agreement with the books of accounts;
 
 (iv) In our opinion, the Balance Sheet, Profit & Loss and Cash Flow
 Statements dealt with by this report comply with the Accounting
 Standards referred to in sub-section (3C) of section 211 of the
 Companies Act 1956, to the extent applicable;
 
 (v) Based on the written representations made by the directors of the
 company and according to the information and explanations given to us,
 no director is disqualified as on 31st March 2012 from being appointed
 as director under clause (g) of sub-section (1) of section 274 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 all 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 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 2012;
 
 (b) In the case of the Profit & Loss Statement, 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 AUDITORS'' REPORT
 
 Annexure referred to in paragraph 1 of the report of even date of the
 Auditors to the members of TAMBOLI CAPITAL LIMITED on the accounts for
 the year ended 31st March 2012.
 
 On the basis of such checks as we considered appropriate and in terms
 of information and explanations given to us, we state that:
 
 1. The company has not held any fixed assets during the year, hence
 the provisions of clause 4(i) the Order are not applicable.
 
 2. The company has not held any inventory during the year, hence the
 provisions of clause (ii) of para 4 of the Order are not applicable.
 
 3. In respect of loans granted or taken to/from companies, firms or
 other parties in the register maintained under section 301 of the
 Companies Act, 1956:
 
 a. The Company has granted unsecured loans to the companies covered in
 the register maintained under section 301 of the companies Act, 1956.
 The numbers of companies to which loans are granted, is one (a Wholly
 Owned subsidiary company) and the amount involved in the transactions
 and the year-end balance is Rs. Nil and Rs. 536.00 lacs respectively.
 
 b. The rate of interest and other terms and conditions of loans given
 by the company, are prima facie not prejudicial to the interest of the
 company.
 
 c. Since no terms and conditions of the loan granted are stipulated,
 we can not offer any comments as to the repayment of principal amount
 or overdue amounts, if any.
 
 d. The Company has not taken any loans, secured or unsecured, from the
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 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 purchase of inventory and fixed assets and for
 the sale of goods and services, to the extent applicable.  During the
 course of our audit, no major weakness has been noticed in the internal
 controls.
 
 5. In respect of transactions entered in the register maintained in
 pursuance of section 301 of the Companies Act, 1956:
 
 a.  Based on the audit procedures applied by us and according to the
 information and explanations given to us, the particulars of contracts
 or arrangements referred to in section 301 of the Act have been entered
 in the register maintained under that section.
 
 b.  According to the information and explanations given to us, the
 transaction made in pursuance of such contract or arrangements have
 been made at the prices which are prime facie reasonable having regard
 to the prevailing market at the relevant time, wherever such comparison
 is possible.
 
 6. The company has not accepted any deposits within the meaning of
 section 58A and 58AA of the Companies Act 1956 and the rules framed
 there under.
 
 7. In our opinion, the company has an internal audit system
 commensurate with its size and the nature of its business.
 
 8. As informed to us, 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 and other dues:
 
 a. The Company has been regular in depositing undisputed statutory
 dues, including Provident Fund, Investor Education & Protection Fund,
 Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other statutory dues, to the
 extent applicable, with the appropriate authorities during the year.
 There are no undisputed statutory dues outstanding for a period of more
 than six months from the date they became payable.
 
 b. There are no statutory dues, which have not been deposited on
 account of any dispute.
 
 10. The Company does not have any accumulated losses as at the end of
 the financial year. The Company has not incurred cash losses during the
 current or the immediately preceding financial year.
 
 11. The company has not obtained any borrowings from any banks or
 financial institutions or by way of debentures.
 
 12. The Company has not granted loans or advances 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, the provisions of clause 4 (xiii) are
 not applicable to the company.
 
 14. The Company is not dealing in or trading in shares, securities,
 debentures and other investments. Accordingly the provisions of clause
 4(xiv) of the Order are not applicable to the Company.
 
 15. According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 banks and financial institutions.
 
 16. The company has not obtained any term loans during the year.
 
 17. The Company has not raised any funds on short-term basis.
 
 18. The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Companies Act 1956.
 
 19. The Company did not have any outstanding debentures during the
 year.
 
 20. The Company has not raised any money through a public issue during
 the year.
 
 21. To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
                                             For SANGHAVI & COMPANY
                                               Chartered Accountants 
                                               FRN: 109099W
 
  
                                               Manoj Ganatra      
                                               Partner
                                               Membership No. 043485
 
 Place : Bhavnagar 
 Date : May 12, 2012