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 misstatements. 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 over all presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3; As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 Issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs (4) and (5) of the said Order, to the extent applicable to the Company.

4. Further to our comments referred to in paragraph (1) above, we REPORT as under :-

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 and the Profit & Loss Account death with by this Report are In agreement with the Books of Account.

d. In our opinion, the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to In sub-section 3(c) of section 211 of the Companies Act, 1956.

e. On the basis of information & explanations given to us, and representations obtained by the Company, there are no directors of the Company, who are disqualified under Section 274(1) (g) of the Companies Act, 1956, from being appointed as directors as on 31st March, 2003.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read together with the notes thereon, give the Information required by me 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 Affairs of the Company as on 31st March, 2002 and

ii) In the case of the Profit & Loss Account, of the PROFIT for the year ended on that date.

                                      For SANZGIRI ACHARYA & ASSOCIATES
                                                  Chartered Accountants
Place: Mumbai                                            M. K. SANZGIRI
Dated: 23rd June, 2003                                        (Partner)

AS REQUIRED BY THE MANUFACTURING AND OTHER COMPANIES [AUDITORS REPORT] ORDER, 1988 ISSUED BY THE CENTRAL GOVERNMENT UNDER SECTION 227(4A) OF THE COMPANIES ACT. 1956 AND ACCORDING TO THE INFROMATION AND EXPLANATIONS GIVEN TO US AND ON THE BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER REPORT THAT:-

I. The Company has maintained proper records of its fixed assets with quantitative details & situation of fixed assets. We are Informed that fixed assests have been physically verified at reasonable intervals during the year by the management and that no material discrepencies were noticed between the book records and physical verification.

ii. None of the Fixed Assets have been revalued during the year.

iii. Inventories have been physically verified by the company at reasonable Intervals.

Iv. In our opinion and according to the explanations given to us, the procedure followed by the management tor such physical verification Is, reasonable and adequate in relation to the size of the Company and the nature of its business.

v. The discrepancies noticed on verification between the physical stocks and the book records, which are not significant, have been properly dealt with In the Books of Account.

vi. In our opinion, the valuation of stocks of finished goods, stores and spare-parts and raw materials Is fair and proper and Is In accordance with the normally accepted accounting principles and is on the same basis as In the preceding year.

vii. In our opinion and according to Information and explanation given to us and read with Item No. 5 of schedule 24, forming part of financial statement, the Company has not taken secured or unsecured loan from Companies, firm or other parties listed in the register maintained under Section 310 and 370 [1B] of the Companies Act.1956.

viii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As informed to us. There are no companies under the same management as defined under Section 370 (1B) of the Companies Act.1956.

ix. The Company has not granted any loans and/or advances In the nature of loans to anybody.

x. In our opinion and according to the 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 with regard to the purchase of stores, raw materials, packing materials Including components, plant & machinery, equipment and other assets and with regard to the sale of goods.

xi. In our opinion and according to the information and explanations given to us, there are no transactions of purchases of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000/- or more In respect of any party.

xii. As explained to us, the Company has a regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made In the accounts for the loss arising on the items so determined.

xiii. The Company has not accepted deposits from the Public.

xiv. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of scrap. There are no by-products so far, as explained to us.

xv. In our opinion, the Company has an internal audit system commensurate with size of the company and nature of its business.

xvi. We are Informed that the company is taking opinion about the maintenance of cost accounting records under section 209 (1) (d) of the Companies Act, 1956, In respect of Companys products. Such records have not been maintained so far.

xvii. Provident Fund has been applied to the Company by the respective authority with retrospective effect from 1.4.1995. The Company has made part payment during the year. The Company Is not regular in depositing Provident Fund dues with the appropriate authority.

xviii. According to the Information and explanations given to us, there are no undisputed amounts payable In respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty outstanding as on 31st March 2003 for a period of more than six months from the date they became payable.

xix. During the course of our examination of the Books of Account, carried out In accordance with the generally accepted auditing practices, we have not come across any personal expenses being charged to revenue accout.

xx. The Company to not a sick Industrial unit within the meaning of Section 3(1)(0) of Sick Industrial Companies (Special Provisions) Act, 1985.

                                      For SANZGIRI ACHARYA & ASSOCIATES
                                                  Chartered Accountants
Place: Mumbai                                            M. K. SANZGIRI
Dated: 23rd June, 2003                                        (Partner)