Tripex Overseas Ltd Auditors Report.

TRIPEX OVERSEAS LIMITED ANNUAL REPORT 2005-2006 AUDITORS REPORT To, The Members of TRIPEX OVERSEAS LTD. 1. We have audited the attached balance sheet of the TRIPEX OVERSEAS LTD., as at 31st March 2006, and also the profit and loss account and the cash flow statement 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. 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 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 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, (order) issued by the Central Government of India 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 further state on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the annexure referred to above, we report that: i. 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. ii. 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 these books. iii. The Balance Sheet and the Profit and Loss account referred to in this report are in agreement with the books of account. iv. In our opinion the Balance Sheet and the Profit and Loss account referred to in this report comply with mandatory Accounting Standards referred to in sub section 3C of section 211 of the Companies Act, A56. v. On the basis of the information and explanations given to us, and on the basis on the written representations received from the Directors and taken on record, none of the directors of the company is disqualified as on 31st March, 2006 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956. vi. 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 Significant Accounting Policies and other 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 affairs of the Company as at, 31st March 2006; ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on the date; and iii) In the case of the cash flow statement, of the cash flows for the year ended on that date. For Naimish K. Shah & Co. Chartered Accountants (Naimish Shah) Proprietor Place: Ahmedabad Date : 13th April, 2006 Annexure to the Auditors Report-March 31, 2006 (Referred to in paragraph 3 of our report of even date) 1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) As explained to us, the fixed assets have been physically verified by the management during the year, at periodical intervals in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. (c) In our opinion, the Company has not disposed of any of its fixed asset during the year and the going concern status of the Company is not affected. 2. (a) Stocks of inventories have been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable. (b) The procedure for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The company has maintained proper records of inventory and no material discrepancies noticed on physical verification. 3. (a) According to the information arid explanations given to us, the company has, during the year, not granted any loan secured/unsecured to the companies, firms or other bodies covered in the register maintained u/s. 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii)(a)(b)(c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 4. 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 for purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any major weakness in internal controls. 5. (a) In respect of transactions covered under section 301 of the Companies Act, 1956. In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, where such transactions are in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time. 6. The Company has not accepted any deposits from the public. 7. In our opinion the internal audit system of the Company is commensurate with the size and nature of its business. 8. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the products of the Company. 9. (a) According to the records of the Company. and the information and explanations given to us undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income tax, Sales tax, Wealth tax. Custom Duty, Excise duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. (b) According to the information and explanation and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31st March, 2006 for a period of more than six months from the date of becoming payable. (c) According to the information and explanations given to us, the Company does not have any dues in respect of Sales tax, Custom Duty, Wealth tax, Excise duty, Cess which have not been deposited as on 31st March, 2006 on account of any dispute. 10. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year and in the financial year immediately preceding such financial year. 11. The Company has not defaulted in repayment of dues to the Bank. The company had no transactions with the financial institutions and no debentures outstanding during the year. 12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and the securities. 13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 15. According to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 16. The company has not taken any term loan during the year. 17. According to the information and explanation given to us and on overall examination of the Balance Sheet of the company as at 31st March, 2006, we report that no funds raised on short term basis have been used for long term investment. 18. During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. 19. The Company has not issued any Debentures. Accordingly clause 4(xix) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 20. The Company has not raised any money by way public issues during the year. Accordingly, clause 4(xx) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company. 21. In our opinion and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year. For Naimish K. Shah & Co. Chartered Accountants (Naimish Shah) Proprietor Place: Ahmedabad Date : 13th April, 2006