Swadeshi Industries & Leasing Ltd.

Annexure A

To

The Members

SWADESHI INDUSTRIES AND LEASING LIMITED

Mumbai.

CIN: L45209MH1983PLC031246

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that the correct facts are reflected insecretarial records. I believe that the practices and processes I have followed provide areasonable basis for my opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Account of the company.

4. Wherever required I have obtained management representation about the compliance oflaws rules regulations norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other applicable laws rulesregulations and norms is the responsibility of management. My examination was limited tothe verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

7. We have reported in my audit report only those non-compliance especially inrespect of filing of applicable forms/ documents which in my opinion are material andhaving major bearing on financials of the Company.