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 from any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In accordance with the provisions of Section 227 of the Companies Act, 1956, we report that:

1. As required by the Companies (Auditor's Report) Order, 2003 and 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 the paragraphs 4 and 5 of the said Order.

2. 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, 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, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956, to the extent applicable;

e) on the basis of written representations received from the directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956; and

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes on Accounts in Schedule 12 appearing 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

With reference to the Annexure referred to in paragraph 1 of the Auditors' Report to the members of FARRY INDUSTRIES LIMITED on the accounts for the year ended on March 31, 2012 we report that:

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management, in accordance with a phased programme of verification which, in our opinion, is reasonable, considering the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any part of the fixed assets.

ii) The Company is a non-banking finance company and does not hold any inventories. Accordingly, reporting on paragraph 4(ii)(a), (b) and (c) of the Order is not applicable.

iii) a) The Company had granted unsecured loans to two parties covered in the register maintained under section 301 of the Companies Act,1956 in an earlier year. The aggregate maximum amount during the year is Rs 15,33,980/- and the outstanding amount at the balance sheet date of such loans is Rs 5,33,980/-.

b) In our opinion, the terms and conditions on which the loan has been given are prima facie not prejudicial to the interest of the Company.

c) There is no stipulation as regards payment of principal amounts.

d) In respect of the said loans, since there is no stipulation as regards payment of principal amount, the question of overdue amounts does not arise.

e) In respect of the loans given by the company, these are recoverable on demand and therefore the question of Company taking steps for recovery of the principal and interest does not arise.

f) The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The Maximum amount involved during the year was Rs 32,08,734/- and the year end balance of loans taken from such parties was Rs 10,00,000/--.

g) In our opinion, the terms and conditions on which the loan has been given are prima facie not prejudicial to the interest of the Company.

h) There is no stipulation as regards payment of principal amounts and interest.

iv) The Company did not purchase any inventory or sell any goods during the year. With regard to sale of services and purchase of fixed assets, based on information and explanations given to us and in our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct weakness in the aforesaid internal control system.

v) a) On the basis of the audit procedures performed by us, and according to the information and explanations given to us, we are of the opinion that the Company has entered particular of all contracts or arrangements in which directors were interested, and which are required to be entered in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the Company does not have any transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

vii) The Company does not have formal internal audit system. Internal audit is carried out by in house staff. In our opinion, there is a scope for further improvement in the internal audit system.

viii) The clause relating to maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable.

ix) According to the information and explanation given to us in respect of statutory and other dues:

a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth-tax, Custom Duty, Excise Duty, Cess, Service tax and any other material statutory dues, wherever applicable, with the appropriate authorities during the year.

b) No undisputed amount payable in respect of Income tax, Wealth tax, Sales tax, Customs duty, Excise duty and Service tax were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable. We have been informed that the provisions of the Investor Education and Protection Fund, Employees State Insurance Act, Sales Tax, Custom Duty and Excise Duty are not applicable to the Company for the year except TDS on Contract of Rs. 2,435/-.

c) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has not incurred cash loss during the financial year covered by our audit.

xi) To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed of any loans from financial institutions or banks and has not issued debentures.

xii) According to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of share, debentures and other securities.

xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company. Accordingly, reporting on paragraph 4(xiii) of the Order is not applicable.

xiv) In our opinion, 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 (Auditor's Report) Order, 2003 are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi) The Company has not availed any term loans during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and other records of the Company, we report that no funds raised on short-term basis have been used for long-term purposes. No long-term funds have been used to finance short-term assets except permanent working capital.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has not issued any debentures during the year.

xx) The Company has not raised any money by public issues during the year. Consequently, provisions of paragraph 4(xx) of the Order are not applicable.

xxi) 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 course of our audit.

                                                   For AMD & CO 

                                          Chartered Accountants

                                   Firm Registration No 130247W

                                                           Sd/-

                                                Arvind M Darji

                                                       Partner

Mumbai, 31st May 2012                      Membership No 41748