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 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as considered appropriate and according to the information and explanation given to us during the course of our audit we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. 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 purpose of our Audit;

b. In our opinion proper Books of Account as required by Law have been kept by the Company, so far as it appears from our examination of such Books;

c. The Balance Sheet and the Profit & 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 Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable;

e. On the basis of the written representation received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as the director in terms of clause (g) of 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 said accounts give the information read together with notes thereon as required by the Companies Act, 1956 in the manner so required, 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 31 st March, 2010,

and ii. in the case of the 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.

5. As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998, we further state that :-

i. The Company, incorporated prior to January 9,1997, has applied for registration as provided in Section 451A of the Reserve Bank of India Acr,1934 (2 of 1934), and accordingly has received the Certificate of Registration issued by the Reserve Bank of India.

ii. The Board of Director of the Company has passed a Resolution for non-acceptance of any public deposit.

iii. The Company has not accepted any public deposits during the year under reference.

iv. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad and doubtful debts as applicable to it.

ANNEXURE TO THE AUDITORS REPORT

I. The Company do not have any fixed assets and as such clause 1 (a), (b) & (c) are not applicable to it.

II. The Company does not maintain any stock and as such clause II (a), (b) & (c) are not applicable to it.

III. (a) As informed to us, 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 Companies Act, 1956 and as such clauses (iii) (a) to (iii)(d) are not applicable.

(b) As informed to us, 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 Companies Act, 1956 and as such clauses (iii) (e) to (iii)(f) are not applicable.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of stocks and fixed assets and for sale of fixed assets, stocks and goods. During the course of our audit, no major weakness has been noticed in the internal control system.

V. According to the information and explanations provided by the management, we are of the opinion that there have been no transactions that need to be entered into the register maintained under Section 301 and hence clause (v)(b) is not applicable.

VI. The Company has not accepted any deposits from public within the meaning of section 58A, 58AA or any other relevant provisions of the Act of the Companies Act, 1956.

VII. In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

VIII. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the Company.

IX. (a) According to the information and explanations given to us, the Company is regular in depositing undisputed

statutory dues including Income Tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no dues outstanding of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, other than the followings :

Name of the 
Statute        Nature of Dues        Amount         Forum where 
                                                    dispute is 
                                                    pending
                                  (Rs. in Lacs)

Income 
Tax Act,
 1961      Demand on additions     287.29           High Court, 
                                                    Kolkata
           and interest thereon
           for Assessment Year
              1997-98

XI. As per books and records maintained by the Company and according to the information and explanations given to us, the Company did not borrow from any financial institution or bank or debenture holders and hence the clause (xi) is not applicable.

XII. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. Compliance with the provisions of any special statute like Chit Fund, Nidhi or Mutual Benefit Society is not applicable to this Company.

XIV. In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to dealing or trading in shares and others investments and timely entries have been made therein. The shares held by the Company are in its own name except certain shares.

XV. The Company has given guarantee for loans taken by others from bank or financial institutions and the terms and conditions are not prejudicial to the interest of the Company.

XVI. There are no term loans outstanding as at the end of the year.

XVII. We have been informed by the management that no funds have been raised on short / long term basis and used and hence clause (xvii) is not applicable.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

XIX. The Company did not have any outstanding debentures during the year.

XX. The Company has not raised money by way of public issue during the year.

XXI. According to the information and explanations given to us, we report that no fraud op or by the Company has been noticed or reported during the course of our audit.

                                                   For G SAH &COMPANY
                                                Chartered Accountants
                                         Firm Registration No.323378E
P-8,Chowringhee Square                                   Gajadhar Sah
1 st Floor,Kolkata -700 069                                   Partner
Date :29th May,2010                             Member Ship No.055864