Kothari Global Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2010

1. We have audited the attached Balance Sheet of Kothari Global Ltd as at 31st March, 2010 and also the annexed Profit and Loss Account and the Cash Flow statement of the Company for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards required 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 (" the Order") issued by the Company Law Branch in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we give in the Annexure hereto a statement on the maters, specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 1 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 appears from our examination of such books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the book 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.

(e) The Company is a Sick Industrial Company with in the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and is declared so by the B.I.F.R the rehabilitation scheme, submitted by the company was rejected by B.I.F.R. and their lordship passed on order on 19/06/03 directing "change in management of the Co". The company filed a writ petition to Honble High Court at Kolkata against the said order and the case was restored to the A.I.F.R. The A.I,F.R. has quashed the order of the BIFR and directed the company to file another rehabilitation scheme with the operating agency IDBI under the direction of the BIFR, and the company has filed the rehabilitation schems with the O AJBSf=ffc$diich is still under consideration.

(f) In our opinion and on the basis of information and explanations given to us none of the Directors of the Company are disqualified as on 31st March, 2010 from being appointed as the Director in terms of Clause (g) of sub- section (1) of 274 of the Companies Act, 1956.

(g) Subject to above and subject to Note No. 3 of the Schedule P (Notes forming Part of Accounts) , 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 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

i) In the case of the Balance sheet of the state of the affairs of the company as at 31 March, 2010 and

ii) in the case 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 (1) of our report of even date)

Referred to in paragraph 3 of our report of even date on the accounts of Kothari Global Limited for the year ended March 31, 2010.

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

b) As per the information and explanations given to us, the Company has Carried out physical verification of fixed assets during the year. In our opinion, the frequency of such verification is reasonable.

c) In our opinion, there is no substantial part of the fixed assets has been disposed off by the Company during the year.

2) a) The inventories have been physically verified by the management with reasonable frequency during the year.

b) In our opinion and according to information and explanations given to us, the procedure for physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

c)In our opinion and according to information and explanations given to us, the company has maintained proper records of its inventory. The discrepancies between physical stocks and book records arising out of physical verification, which were not material, have been dealt with in the books of account.

3) (a) The company has not granted any loans, secured & unsecured to any Company, firms or other partys covered in the register maintained under section 301 of the Act.

(b) There is no stipulation as to the rate of interest repayment or other terms and conditions of loan taken by the company from its director .Hence we cannot express our opinion as on the regularity of payment of the principal amount/interest, not can the loan be said to be overdue.

4) There are adequate internal control procedures commensurate with the size of the Company and the nature of its business. There is no continuing failure to correct major weaknesses in internal control;

5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained u/s. 301.

(b) In our opinion and according to the information and explanation given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five laky rupees in respect of any party during the year.

6) The Company has not aceepted any deposit from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the rule framed there under.

7) The company has an internal audit system commensurate with its size and nature of business;

8) Maintenance of cost records as prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Act, is not applicable to the Company.

9) (a) In our opinion and according to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance (as informed to us employees state insurance scheme is not applicable to the company),income tax, sales tax, wealth tax, custom duty ,excise duty, cess and other statutory dues applicable.. other than above no undisputed amounts payable in respect of income tax, sales tax, wealth tax, custom duty ,excise duty, cess and other statutory dues were out standing as on 31st March,2010 for a period of more than six months from the date they became payable. (b)In our opinion and according to the information and explanation given to us, the dues in respect of disputed statutory dues including provident fund, employees state insurance (as informed to us employees state insurance scheme is not applicable to the company), income tax, sales tax, wealth tax, custom duty ,excise duty, cess and other statutory dues that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are given below :-

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

No

1. Central Sales Tax Sales Tax 3.78 Commissioner - Appeal Act and Sales Tax Act

10) The accumulated losses of the company at the end of the financial year are Rs.3413.36 lacs which are more than fifty percent of its net worth and it has not incurred any cash loss in the financial year under report and in the immediately previous financial year.

11) According to the information and explanation given to us the company has not defaulted in repayment of dues to financial institution, bank or debenture holders .

12) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) Provisions of Chit Fund nidhi/mutual benefit fund / societies are not applicable to the Company.

14) The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the related reporting requirement is not applicable to the Company.

15) The company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16) In our opinion and according to the information and explanation given to us, the term loans were applied for the purposes for which the loans were obtained.

17) In our opinion and according to the information and explanation given to us, we are of the opinion that no funds raised on short term basis have been used for long term investment and vice versa.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

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

20) The Company has not raised money through public issue during the year.

21) Based upon the audit procedure performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For P.C.SURANA & CO

Chartered Accountants (Reg.No-110631W)

(Snail Bohra)

Partner M.NO-039761

Place : Mumbai Dated : 25th Aug,2010