Karnavati Alfa International Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2008

1. We have audited the attached Balance Sheet of KARNAVATI ALFA INTERNATIONAL LIMITED as at 31st March. 2008 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, which we have signed under reference to this report (together referred as "Financial Statement"). 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.

2. We have 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 end 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.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) and Companies (Auditor's report) (Amendment) order 2004, issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956 of India and on the basis of such checks as we considered, as statement on the matters speciation in Paraaphs 4 and 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred in Paragraph (3) 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 those Books;

c) The Balance Sheet and profit and Lose 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 and Profit and Loss Account and Cash flow Statement 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.

e) on the basis of Confirmations received from the Director of the Company and taken on record by the Board of Director, We report that none of the Director, is disqualified as on 31st March, 2008 from being appointed as a Director of the Company in terms of clause (g) of Sub-Section (1) of Section 274 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 accounts read together with the Notes thereon given 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 Balance Sheet, of the Sate of the affairs of the company as at 31st March, 2008,

ii) In the cash of the profit and Loss Account, of the Loss for the year ended on that date.

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

(Referred to in Paragraph (3) of our Report of even date)

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

(b) All fixed assets have not been physically verifies by the management during the year. But there is a regular programme of such verification in a phased manner to cover all the items over a period of three years which, In our opinion, is reasonable having regard to the size of the operations of the company. As informed to us, no material discrepancies were noticed on such verification during the year.

(c) No substantial part of Fixed Assets have been disposed off during the year.

(ii) (a) As explained to us. inventories have been physically verified by the Management at reasonable intervals. In respect of Stock lying with third parties , these have substantially been confirmed by the management Since the Company follows the practice of the charging to revenue, the items of stores and spare parts at the stage of purchase itself, stock of such items are only taken at the end of the each quarter.

(b) In our opinion and according to the information and explanations given to us the procedure of physical verification of inventories followed by the Management are reasonable and adequate in relation to Size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory (except Stores and spares). The discrepancies noticed between the physical stocks as verified by the Management and the Book records were not material having regard to the size of the operations of the company.

(iii) (a) In our opinion the company has not given or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of clauses (iii b), (iii c), (iii d) , paragraph 4 of the Companies (Auditor's Report) Order 2003(as amended) order are not applicable.

(e) The Company has taken unsecured loan from a parties and companies covered in the resgister maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.35,18,000 (P Y.Rs.Nil) and at the year end balance of loans taken from such parties and companies was Rs.35,18,000 lacs (P.Y. Rs. Nil).

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been taken from Company covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) As informed by the Company, loan granted by parties and companies are on interest free basis hence we are of opinion that this clause is not applicable.

(iv) in our opinion and according to Information and explanations given to us, during the course of our audit there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchases of inventory, and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal controls.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956 to the best of our knowledge and belief and according to the information and explanations given to us;

(i) The transactions that need to be-entered into the register have been so Entered

(ii) Where such transactions is in excess of rupees Five Lakhs in respect of any party, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion the company has not accepted any deposits from the public, within the meaning of Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public. We have been Informed by the company that no order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vii) The company has no internal audit system.

(viii) To the best of our knowledge and according to explanations given to us the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products manufactured by the Company.

(ix) (a) According to information and explanations given to us, except in some cases delay in remittances, the company has been generally regular in depositing undisputed statutory dues including Provident fund, Sales tax, Excise-duty, cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, the undisputed amounts payable in respect of income-tax, Wealth-tax, Sales-tax, Customs duty and Excise duty and Cess and other statutory dues which were outstanding, as on 31st March, 2008 for a period of more than six months from the date are unascertainable.

(c) As at 31st March 2008 according to the records of the company and the information and explanation given to us there were no dues on account of Income tax, sales tax, service tax, excise duty and cess matters that have not been deposited on account of any dispute

(x) The company does not have its accumulated losses as at 31st March,2008 exceeding 50% of its net worth. The company has incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to information and explanation given to us, the company has defaulted during the period in repayment in dues in respect of Term Loan to Bank. During the period under review the Company's Term Loan and Working Capital borrowings have been designated as non performing assets.

The Company has had no dues to Debenture holders.

(xii) In our opinion the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to information and explanation given to us, the company is not a Chit Fund, Nidhi Mutual Benefit Fund / Society therefore clause 4(xiii) of the Companies (Auditors Report) Order,2003 is not applicable to the company.

(xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments,. Accordingly provisions of clause 4(xiv) of the Companies (Auditors 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 guarantee or corporate guarantee for loans taken by others from banks or financial institutions :

(xvi) In our opinion and information and explanations given to us, no term loans have been raised during the period.

(xvii) In our opinion and according to the information and explanations given to us, and according to Cash flow statement, on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investment and vice-versa,

(xviii) According to information and explanations given to us, 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) In our opinion and according to information and explanations given to us, the Company has not issued any secured debentures during the period covered by the report.

(xx) During the period covered by our audit report, the Company has not raised any money by public issues

(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 has been noticed or reported during the course of our audit for the year ended 31st March 2008.

For H. J. Parikh & Co

Chartered Accountants

Place: Ahmedabad. (Himesh J Parikh)

Dated: 05/09/200B Proprietor,