Auditor Report of Dazzel Confindive Ltd.

Mar 31, 2013

We have audited the attached Balance Sheet of DAZZEL CONFINDIVE Ltd., as at 31st March, 2013 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements bases on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, Those standard 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order 2003 issued by the central Government of India in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

(c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.

(d) In our opinion and to the best of our information the said Balance Sheet and Profit & Loss Account and cash flow statement comply with the Accounting standard referred to in section 211(3c) of the companies act, 1956.

(e) On the basis of written representations received from the directors, as on 31st, March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of 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 required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:- i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013 and ii. In so far as it relates to the Profit & Loss Account of the profit / (loss) of the company for the year ended on that date. iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

Referred in paragraph 3 of our report of even date.

i) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. We are informed that, the fixed assets other than the assets let on lease, have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and physical inventory have been noticed on such verification.

ii) Note of fixed assets of the company have been revalued during the year.

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

iv) No material discrepancy have been noticed between the physical stocks, as verified and book records.

v) In our opinion on the basis of our examination of the stock record, the valuation of stock is fair and proper in Accordance with the normally accepted accounting principals.

vi) The company has not taken any loans from companies, firms or other parties listed in registers maintained u/s. 301 of the Co. Act , 1956, except Fixed deposit. The rate of interest and other terms and conditions are in our opinion prima-facie non prejudicial to the interest of the Companies under the same management as defined u/s. (1B) of section 370 of the said Act.

vii) The company has not granted or taken any loans, secured or unsecured to /from companies, firms or other parties covered in the register maintained u/s. 301 of the Act.

viii) The company has not given any loans or advances in the nature of loans to the companies under the same management as defined under subsection (1B) of section 370 of the Companies Act 1956.

ix) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of inventory (Shares & Securities).

x) On the basis of information and explanation given to us, in respect of transactions entered into for purchase and sale of shares and securities and services rendered with the parties whose name are entered in the registered maintained under section 301 of the companies act, 1956 and aggregating during the year to Rs. 50,000 /- or more, we are of the opinion that the transactions are made at prices which are reasonable having regards to prevailing market price.

xi) In our opinion and according to the information and explanation given to us, with regards to the deposits accepted from public the company has complied with direction issued by the Reserve Bank of India and the provisions of section 58A of the Companies Act, 1956.

xii) The company does not have any formal system of internal audit. However in our opinion according to information and explanation given to us, the internal control procedures are adequate, considering the size and nature of business of the Company.

xiii) The provision of the section 209(1) (d) of the Companies Act, 1956 regarding the maintenance of the cost records are not applicable.

xiv) As informed to us the provision of Provident Fund Act and employees state Insurance Act are not applicable to the company.

xv) According to the Information and explanation given to us no undisputed amounts is respect of Income-tax, Wealth Tax, Sales Tax, Custody Duty and Excise duty were outstanding as at 31st March 2013 for a period of more than six months from the date day become payable.

xvi) According to the information and explanation given to us and based on the generally accept audit procedure carried out by us no personal expenses of employees or directors have been charged to Revenue Account, Other that those payable under contractual obligations or in accordance with generally accepted business practice.

xvii) In relation to the service activities of the company there exists a reasonable internal control system commensurate with the size of the company and nature of its business.

xviii) In our opinion and on the basis of information and explanation given to us, the services rendered by the company do not require my allocation of men hours.

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

xx) The provision of any special statue applicable to chit funds, nidhi or mutual benefit society do not apply to the company.

xxi) The company has maintained proper records of transactions in respect of trading in shares and other securities and timely entries have been made therein. All shares, debentures and other securities held by the company in its own name accept to the extent exemption granted u/s. 49 of the companies act, 1956 or in respect of certain investments which are either locked for transfer or held with valid transfer deed.

xxii) In our opinion clause (xii), (xiv) and (xx) or para (a) of the aforesaid Order are not applicable to the company for the year under review.

xxiii) The company has not made any preferential allotment on shares to parties and companies covered in the register maintained u/s. 301 of the Co. Act.

xxiv) The Company has not raised any money by public issue during the year.

xxv) During the year the company has not issued any debenture.

xxvi) In respect of company''s trading in equity activity, we are informed that there are no damaged stocks lying with the company.

xxvii) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

PLACE : JAORA(MP) For NAHAR V. & COMPANY

DATE : 16/05/2013 CHARTERED ACCOUNTANTS

Sd/-

VISHAL NAHAR PROPRIETOR

Membership no. : 400217

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Mar 31, 2012

We have audited the attached Balance Sheet of DAZZEL CONFINDIVE LTD.As at 31stMarch, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto. 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.

We conducted our audit in accordance with auditing standard generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable Assurance about whether the financial statement are free of material misstatement an audit includes examining, on a test basis , evidence supporting the amount and disclosures in the financial statement . 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.

1. As required by the Companies (Auditors Reports) order, 2003, issued by the Central Government in term of sub - section (4A) of section 227 of the Companies Act, 1956, We enclose in the Annexure a statement as per the on the Matters Specified in Paragraphs 4 & 5 of the said order.

2. Further to our comments to paragraph (1) above:

3. We have obtained all the information and explanations which to be best of our knowledge and belief Were necessary for the purpose of our audit.

4. In our opinion proper books of accounts, as required by Law have been kept so far as appears from our examination of these books.

5. The Companies Balance Sheet and Profit & Loss A/c. dealt with by the report are in agreement with the books of account

6. In our opinion the Balance Sheet and Profit & Loss Account comply with the mandatory Accounting standard referred in section 211 (3C) of the companies act, 1956.

7. On the basis of written representation received from the directors and taken on record by the board of Directors, I report that none of the directors are disqualified from being appointed as a director in term of Clause (g) of sub section (1) of section 274 of the companies Act, 1956

8. In our opinion and to the best of our information and according to explanations given to us the Account read together with and subject to the notes thereon, gives the true and fair information as required by the Companies Act, 1956, in the manner so required and gives a true and fair view;

a) In the case of Balance Sheet, of the state of the affairs of the company as at 31st. March, 2012; and

b) In the case of Profit & Loss Account, of the Profit/Loss of the company for the year ended on that date.

c) In the case of Cash Flow statement, of the cash flow for the year ended on that date

DAZZEL CONFIMDIVE LTD

(Referred to in Paragraph 1 of our Report of even date)

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state us under:

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

(b) As explained to us, fixed assets of the company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and physical inventory have been noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any major part of plant & machinery

2. The company has taken/given any loan secured or unsecured, to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1955

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the size of the company and the nature of its business with regard to purchase of inventory , fixed assets and with regard to sale of goods. During the course of our audit we have not observed continuing failure to correct major weakness in internal controls.

4. (a) According to the information and explanation given to us, the company that need to be entered into any transaction that needed to be entered into the register maintained under section 301 of the Companies Act, 1955.

(b) According to the information and explanation given us transaction made in purchase to contracts or arrangement entered in the maintain under sec.301 of the companies act 1956 and exceeding the value of Rs.five lakhs in respect of any party during the year.

5. The Company has not accepted any deposits from the public.

6. The maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.are not applicable to the company.

7. According to the information and explanation given to us in respect of statutory and other due;

(a) In our opinion and according to the information given to us the company is generally regular in depositing with appropriate authorities undisputed statutory views including income tax and other material statutory views including tax and other material statutory dues applicable to it.

(b) There are no disputed sales tax, income tax, customs duty, wealth tax, Excise duty and cess, due as on 31st March 2012. ,

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

(c) The company has no accumulated loss as at 31st march 2012 and it has not incurred cash losses in the financials year ended on that date.

9. According to the information & explanation given to us. The term loan raised during the year has been applied foe the purpose for which they were raised based on our examination of the balance sheet as at 31 march 2012. We find that the company as on that date' not raised term loan during the year.

10. The company is not a chit fund, nidhi, mutual benefit fund or society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

11. Based on our examination of record and evaluation of related internal contrdl, the company has not maintained proper records of the transaction and contracts in respect of its dealing in shares and timely entries have been made therein.

12. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

13. According to the information and explanations given to us and on as overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

14. In our opinion and according to the information and explanations given to us, the Company has not availed term loans during the period under review.

15. According to the information and explanations given to us, the company has made preferential allotment of share to parties and companies covered under section301 of the company's act 1956. However price at which shares have been issued are not prejudicial to interest of the company.

16. The Company has not issued any debentures therefore, the provision of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable.

17. According to the information & Explanation given to us The Company has not made public issue on preferential basis during the year.

18. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India and according to the information and explanation given to us, we have neither come across any instance of the fraud on or by the company, either noticed or reported during the year, nor have we been informed of such case by the management.

19. According to the information and explanation to us no fraud on or by the Company has been noticed or reported during the course of our audit.

For NAHAR .V & COMPANY

Chartered Accountants

PLACE : INDORE (VISHAL NAHAR)

DATED: 16-08-2012 PROPRIETOR

M.NO. 400217

F.R. NO. 010443C

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Mar 31, 2011

We have audited the attached Balance Sheet of DAZZEL CONFINDIVE LTD.As at 31stMarch, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. 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.

We conducted our audit in accordance with auditing standard generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable Assurance about whether the financial statement are free of material misstatement an audit includes examining, on a test basis , evidence supporting the amount and disclosures in the financial statement . 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.

1. As required by the Companies (Auditors Reports) order, 2003, issued by the Central Government in term of sub - section (4A) of section 227 of the Companies Act, 1956, We enclose in the Annexure a statement on the Matters Specified in Paragraphs 4 & 5 of the said order.

2. Further to our comments to paragraph (1) above: -

3. We have obtained all the information and explanations which to be best of our knowledge and belief were necessary for the purpose of our audit.

4. In our opinion proper books of accounts, as required by Law have been kept so far as appears from our examination of these books.

5. The Companies Balance Sheet and Profit & Loss A/c. dealt with by the report are in agreement with the books of account

6. In our opinion the Balance Sheet and Profit & Loss Account comply with the mandatory Accounting standard referred in section 211 (3C) of the companies act, 1956.

7. On the basis of written representation received from the directors and taken on record by the board of Directors, I report that none of the directors are disqualified from being appointed as a director in term of Clause (g) of sub section (1) of section 274 of the companies Act,1956

8. In our opinion and to the best of our information and according to explanations given to us the Account read together with and subject to the notes thereon, gives the true and fair information as required by the Companies Act, 1956, in the manner so required and gives a true and fair view;

a) In the case of Balance Sheet, of the state of the affairs of the company as at 31st. March, 2011; and

b) In the case of Profit & Loss Account, of the Profit/Loss of the company for the year ended on that date.

c) In the case of Cash Flow statement, of the cash flow for the year ended on that date

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state us under:

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

(b) As explained to us, fixed assets of the company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and physical inventory have been noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any major part of plant & machinery Except One Car Sale during the year.

2. The company has taken/given any loan secured or unsecured, to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the size of the company and the nature of its business with regard to purchase of inventory , fixed assets and with regard to sale of goods. During the course of our audit we have not observed continuing failure to correct major weakness in internal controls.

4. (a) According to the information and explanation given to us, the company that need to be entered into any transaction that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) according to the information and explanation given us transaction made in purchase to contracts or arrangement entered in the maintain under sec.301 of the companies act 1956 and exceeding the value of Rs.five lakhs in respect of any party during the year.

5. The Company has not accepted any deposits from the public.

6. The maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.are not applicable to the company.

7. According to the information and explanation given to us in respect of statutory and other due;

(a) In our opinion and according to the information given to us the company is generally regular in depositing with appropriate authorities undisputed statutory views including income tax and other material statutory views including tax and other material statutory dues applicable to it.

(b) There are no disputed sales tax, income tax, customs duty, wealth tax, Excise duty and cess, due as on 31st March 2011.

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

(c) The company has no accumulated loss as at 31st march 2011 and it has not incurred cash losses in the financials year ended on that date.

9. According to the information & explanation given to us. The term loan raised during the year has been applied for the purpose for which they were raised based on our examination of the balance sheet as at 31 march 2011. We find that the company as on that date not raised term loan during the year.

10. The company is not a chit fund, nidhi, mutual benefit fund or society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

11.Based on our examination of record and evaluation of related internal control, the company has not maintained proper records of the transaction and contracts in respect of its dealing in shares and timely entries have been made therein.

12. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

13. According to the information and explanations given to us and on as overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

14. In our opinion and according to the information and explanations given to us, the Company has not availed term loans during the period under review.

15. According to the information and explanations given to us, the company has made preferential allotment of share to parties and companies covered under section301 of the company's act 1956. However price at which shares have been issued are not prejudicial to interest of the company.

16. The Company has not issued any debentures therefore, the provision of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable.

17. According to the information & Explanation given to us The company has made public issue on Preferential basis during the year to raised money of Rs. 89000000.00 & Utilized Specified same purpose.

18. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India and according to the information and explanation given to us, we have neither come across any instance of the fraud on or by the company, either noticed or reported during the year, nor have we been informed of such case by the management.

19. According to the information and explanation to us no fraud on or by the Company has been noticed or reported during the course of our audit.



PLACE :INDORE For Nahar V. & Co

DATE : 20.08.2011 Chartered Accountants

(Vishal Nahar)

Proprietor

F.R. NO. 010443C

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Mar 31, 2010

We have audited the attached Balance Sheet of DAZZEL CONFINDIVE LTD. , As at 31stMarch, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. 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.

We conducted our audit in accordance with auditing standards generally accepted In India. Those 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.

1. As required by the Companies (Auditors Reports) order, 2003, issued by the Central Government in term of sub - section (4A) of section 227 of the Companies Act, 1956, We enclose in the Annexure a statement as per the on the Matters Specified in Paragraphs 4 & 5 of the said order.

2. Further to our comments to paragraph (1) above: -

3. We have obtained all the information and explanations which to be best of our knowledge and belief were necessary for the purpose of our audit.

4. In our opinion proper books of accounts, as required by Law have been kept so far as appears from our examination of these books.

5. The Companies Balance Sheet and Profit & Loss A/c. dealt with by the report are in agreement with the books of account

6. In our opinion the Balance Sheet and Profit & Loss Account comply with the mandatory Accounting standard referred in section 211 (3C) of the companies act, 1956.

7. On the basis of written representation received from the directors and taken on record by the board of Directors, I report that none of the directors are disqualified from being appointed as a director in term of Clause (g) of sub section (1) of section 274 of the companies Act, 1956

8. In our opinion and to the best of our information and according to explanations given to us the Account read together with and subject to the notes thereon, gives the true and fair information as required by the Companies Act, 1956, in the manner so required and gives a true and fair view;

a) In the case of Balance Sheet, of the state of the affairs of the company as at 31st. March, 2010; and

b) In the case of Profit & Loss Account, of the Profit/Loss of the company for the year ended on that date.

c) In the case of Cash Flow statement , of the cash flow for the year ended on that date

DAZZEL CONFINDIVE LTD

(Referred to in Paragraph 1 of our Report of even date) In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state us under:

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

(b) As explained to us, fixed assets of the company have been physically verified by the management at reasonable intervals during the year and no material discrepancies between the book records and physical inventory have been noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any major part of plant & machinery Except One Car Sale during the year.

2. The company has taken/given any loan secured or unsecured, to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the size of the company and the nature of its business with regard to purchase of inventory", fixed assets and with regard to sale of goods. During the course of our audit we have not observed continuing failure to correct major weakness in internal controls.

4. (a) According to the information and explanation given to us, the company that need to be entered into any transaction that needed to be entered into the register maintained under section 301 of the Cortipanies Act, 1956.

(b) according to the information and explanation given us transaction made in purchase to contracts or arrangement entered in the maintain under sec.301 of the companies act 1956 and exceeding the value of Rs.five lakhs in respect of any party during the year.

5. The Company has not accepted any deposits from the public.

6. The maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.are not applicable to the company.

7. According to the information and explanation given to us in respect of statutory and other due;

(a) In our opinion and according to the information given to us the company is generally regular in depositing with appropriate authorities undisputed statutory views including income tax and other material statutory views including tax and other material statutory dues applicable to it.

(b) There are no disputed sales tax, income tax, customs duty, wealth tax, Excise duty and cess, due as on 31st March 2010.

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

(b) The company has no accumulated loss as at 31st march 2010 and it has not incurred cash losses in the financials year ended on that date.

9. According to the information & explanation given to us. The term loan raised during the year has been applied foe the purpose for which they were raised based on our examination of the balance sheet as at 31 march 2010. We find that the company as on that date not raised term loan during the year.

10 he company is not a chit fund, nidhi, mutual benefit fund or society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

11. Based on our examination of record and evaluation of related internal control, the company has not maintained proper records of the transaction and contract in respect of its dealing in shares and timely entries have been made therein.

12. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

13. According to the information and explanations given to us and on as overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

14. In our opinion and according to the information and explanations given to us, the Company has not availed term loans during the period under review.

15. According to the information and explanations given to us, the company has made preferential allotment of share to parties and companies covered under section301 of the companies act 1956.

16. The Company has not issued any debentures therefore, the provision of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable.

17. According to the information & Explanation given to us The company has not made public issue during the year to raised money therefor, the provision of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable.

18. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India and according to the information and explanation given to us, we have neither come across any instance of the fraud on or by the company, either noticed or reported during the year, nor have we been informed of such case by the management.

19. According to the information and explanation to us no fraud on or by the Company has been noticed or reported during the course of our audit.

For NAHAR .V & COMPANY Chartered Accountants Sd/- PLACE : INDORE (VISHAL NAHAR)

DATED: 20-08-2010 PROPRIETOR

M.NO. 400217

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Mar 31, 2003

We have audited the attached Balance Sheet of "DAZZEL CONFINDIVE LTD " As at 3 1st March. 2003 and also the a Annexed Profit and loss Account of the Company tor the period ended on thai dale and report that:-

I. As required by the Manufacturing and other Compainies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4 A) of the Companies Act, 1956, we state that:-

1. We have been informed that the Company has maintained proper records showing full particulars including quantitative "details and situation on Fixed Assets & the Company has the practice of having leased assets inspected by the field staff and as such the programme of verification of fixed assets is reasonable having regard to the size of the company and nature of its assets. It is observed that the title clearance as well as NOC in respect of same of the assets are yet to be received. However we are informed that no material discrepancies were noticed by management on such verification.

2. There has been no revaluation of Fixed Assets during the period.

3. The Stocks of Finished Goods, Stores, Spare Parts and Raw Material including components have physically verified, during the year by the Management however the procedure of physical verification of Stocks followed by the management are, not in our opinion, is adequate in relation to the size of the company and the nature of its business.

4. The valuation of stocks is fair and proper and in accordance with the normally accepted accounting principals.

5. As informed by management that Company has not granted any loans, secured or unsecured except in the routine course of finance business, the terms of which are not prejudice to the interest of the company, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 or to Companies under the same management within the meaning of Section 370 (1-B) of the Companies Act, 1956.

6. The Company has not taken any loans from the parties listed in the register mentioned U/S 301 of Companies Act which is prejudicial to the interest of company.

7. In respect of Loans and advances in the nature of loans and Hire/lease rental, the parties are generally repaying the principal as well as interest as stipulated.

8. In our opinion and according to the information and explanations given to us, the Company does not have internal control procedure commensurate with the size of the company and the nature of its business, for purchase of stores, raw material including components, plant and machinery, equipment and other assets and for sale of goods.

9. In our opinion, the transactions of purchase of goods and raw materials and sale of goods and materials and service, securities made in pursuance of contracts or arrangements entered with the parties listed in the Registers maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50000/- or more in respect of each party has been made at prices which are reasonable having regard to prevailing market price for such goods, materials or the services or the prices of which transactions for Similar goods or services have been made with other parties.

10. As explained to us the Company has regular checks for determining unserviceable or damaged stores, raw materials & the same has been properly dealt in the Books of Accounts.

11. An internal audit system commensurate with the size and nature of its business & appointment of Company Secretary need to be introduced by the Company.

12. No significant by products or scrap arises. The Company is maintaining reasonable records in case of scrap arises. Sale of scrap has been accounted for.

13. The Central Government has not prescribed the maintenance of any cost records under section 209(1)(d) of the Company Act, 1956

14. According to the information and explanations given to us. no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

15.The Company is not a sick Industrial Company within the meaning of clause (o)of Sub-section

(l)of section 3 of the Sick Industrial Company (Special Provisions) Act, 1985

16. In our opinion and according to the information & explanations given to us, the Company has maintained proper records of transactions and Contracts relating to dealings in shares, securities, and debentures.

17. According to the information given to us, by management the provision of PF Act & ESI act are not applicable to company.

II. Further to our comments in the paragraph I above:-

A. We have obtained all-the information and explanations which to the best of. our knowledge and belief were necessary for the purpose of the audit;

B. In our opinion, proper books of account, as required by the law, have been kept by the Company, so far as appears from our examination of these books;

C. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account

D. In our opinion the Balnace Sheet and Profit & Loss A/c have been prepared in compliance with the accounting, standards as prescribed under the provisions of section 211 (3c) of the Act to the extent applicable.

E. On the basis of the representation received from the directors as on 31.03.2003 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2003 from being appointed as a Director in terms of clause (g) of section 274 of the Companies Act, 1956.

F Attention is invited to no. IV of significant accounting polices no. (B) which sets Out the positio regarding the method of charging depreciation on lease assets.

G. Based on representation made by all the information and explanation made available, Directors of the company donot prima facie have any disqualification as referred to clause (g) of subsection (1) of section 274 of theAct.

G. Subject to the foregoing & notes on accounts, In our opinion and to the best of our information and according to the explanations given to us, the said account, read with Companies Act, 1956, in the manner so required and give a true and fair view:-

a. In the case of the Balance Sheet of the state of affairs of the Company as at 31* March, 2003.

AND

b. In the case of the P&L Account of the Profit for the year ended on March ,31,2003

For R. K. Lokwani & Company Chartered Accountants

Raj Kumar Lokwani Prop.

Date: 21.08.2003 Place: Jaipur