Sheetal Diamonds Ltd

To the Members

SHEETAL DIAMONDS LIMITED

We have audited the attached Balance Sheet of SHEETAL DIAMONDS LIMITED as at 31^stMarch, 2009 and also the Profit & Loss Account for the year ended on that date annexedthereto. These financial statements are the responsibility of the Company's Management.Our responsibility is to express an opinion on these financial statements based on ouraudit.

1. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating to the overallfinancial statements presentation. We believe that our audit provides a reasonable basisfor our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by theCompanies (Auditor's Report) Order, (Amendment) 2004 issued by the Central Government ofIndia in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure,a statement on the matters specified in paragraph 4 and 5 of the said Order.

3. 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 ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by thecompany.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31^stMarch, 2009 and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31^st March, 2009 from being appointed as aDirector in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956;

f) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read with Other Notes give a true and fair view inconformity with the accounting principles generally accepted in India;

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31^s1March, 2009; and

ii. In the case of the Profit and Loss Account, of the Loss of the Company for the yearended on that date;

iii. In the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of is our Report of even date of SHEETAL DIAMONDSLIMITED as at 31^st March, 2009.

1. (a) The Company has maintained proper records showing full particulars includingquantitative details of Fixed Assets and situation of fixed assets.

(b) The company has physically verified Fixed Assets at reasonable intervals and nomaterial discrepancies were noticed on such verification.

(c) None of the Fixed Assets have been disposed off during the year.

2. (a) The Inventory has been physically verified by the management at reasonableintervals during the year.

(b) The procedure of physical verification of Inventory followed by the management isreasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory and the discrepanciesnoticed on verification between the physical stock and the book records were not materialand the same have been properly dealt with in the books of accounts.

3. The company has not taken / granted unsecured loans, to/ from companies, firms orother parties listed in the register maintained under section 301 of the Companies Act,1956. Accordingly, provisions of clause 4 (iii) (b) to (d) of the Order are notapplicable.

4. In our opinion, and according to explanation given to us, there is adequate internalcontrol procedure Ocommensurate with the size of the Company and the nature of itsbusiness with regard to the purchase of inventories, fixed assets and for the sale ofgoods. There is no continuing failure to correct weakness in internal control.

5. According to the information and explanations given to us, we are of the opinionthat there are no transactions that need be entered in the register maintained underSection 301 of the Companies Act, 1956. Accordingly provisions of clause 4(v) (b) of theOrder-are not applicable.

6. According to the information and explanation given to us, during the year underreview, the company has not accepted any Deposits from the public and hence provisions ofsection 58A and 58AA of the Companies Act, 1956 and Rules framed there under are notapplicable.

7. The Company has no internal audit system.

8. We have been informed that the maintenance of cost records has not been prescribedby the Central Government under section 209(1) (d) of the Companies Act, 1956 for any ofthe products of the company.

9. a) According to the information and explanations to us, the Company is not havingany employee on whom statutory liabilities including Provident Fund, E.S.I.C. isapplicable. Other statutory liabilities i.e. VAT, wealth Tax, Service Tax, Customs Duty,Excise Duty, cess and other applicable statutory dues wherever applicable are depositedwith appropriate authorities . There are no arrears of statutory dues as at 31^stMarch, 2008 except Income Tax which are outstanding for a period of more than six monthfrom the date they became payable.

b)As per information given to us there is disputed demand pending for payment inrespect of Income Tax including present status for the same before Appellate authority isas per table given here under

INCOME TAX - ASSESSEES POSITION AS ON 31^st MARCH, 2008

10. The Clause of accumulated losses etc is not applicable to the company.

11. We have observed that the company has not defaulted in repayment of Dues to Bank,since no loan has been obtained from any Bank by the Company.

12. Company has not granted loans & Advances on the basis of security etc. hence nodiscrepancies thereof arise.

13. The Provisions of Nidhi / Mutual benefit Fund/ Society etc. are not applicable tothe Company.

14. The Company is not dealing or trading in shares, securities, debentures and otherinvestments. Accordingly the provisions of clause 4 (xiv) of the Order are not applicableto the company.

15. Company has not given any Guarantee for loans taken by others and hence otherprovision are not applicable.

16. Company has not obtained any term loan during the year from Banks / F.I." andhence application of loan, for specific purpose clause is not applicable.

17. According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the, we report that no funds raised on short termbasis have been used for long term investment by the Company.

18. No preferential Allotment of shares etc. has been made by the Company; hence otherclauses are not applicable.

19. No Debentures are issued by the Company.

20. There was no raising of money by Public issue.

21. In accordance with the information and explanations given to us and, on ourexamination of books and records, no frauds on or by the company has been noticed orreported during the year.

AUDITORS REPORT

To,

The Board of Directors

SHEETAL DIAMONDS LIMITED

Mumbai,

We have examined the above cash flow statement of SHEETAL DIAMONDS LIMITED forthe year ended 31^st March, 2009 the statement has been prepared by the companyand is based on and in agreement with the corresponding Profit & Loss Account andBalance Sheet of the company covered by our report of even date to the members of thecompany.