We have audited the attached Balance Sheet of AMZEL LIMITED, as at 31st
 March, 2008, the Profit and Loss Account and Cash Flow statement of the
 company 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.
 
 1.  We conducted our audit in accordance with auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material mis-statements. An audit
 includes examaining, 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
 statements presentation. We believe that our audit provides a
 reasonable basis for our opinion.
 
 2.  As required by the Companies (Auditors Report) Order, 2003, issued
 by the Central Government of India in terms 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 and 5 of the said
 Order.
 
 3.  The Company is providing for depreciation on the fixed assets as
 per the Income-tax Act, 1961 and not as specified under the Companies
 Act, 1956. The Impact of such accounting policy followed by the Company
 on assets and profits of the company is not ascertainable in the
 absence of necessary information. [Refer Note No.1(b) &1(d)]
 
 4.  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 account as required by the law have
 been kept by the company so far as appears from our examination of the
 books ;
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account ;
 
 (d) In our opinion, subject to our observation in para 3 above, the
 Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt 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 written representation received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors is disqualified as on 31st March, 2008 from being
 appointed as Director in terms of Clause (g) of sub-section (1) of
 Section 274 of the Companies Act, 1956 ;
 
 (f) Subject to our observation in para 3 above, in our opinion and to
 the best of our information and according to the explanations given to
 us, the said Accounts read with Notes thereon give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 i) in case of the Balance Sheet, of the state of affairs of the company
 as at 31st March, 2008 ; and
 
 ii) in case of the Profit and Loss Account, of the Profit for the year
 ended on that date.
 
 iii) In case of the Cash Flow Statement, of the Cash Flow of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 Referred to in paragraph 2 of our Report of even date to the Members of
 Amzel Automotive Limited on the financial statements for the year ended
 31st March, 2008.
 
 (i) (a) The company has not updated its fixed assets record showing
 full particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us and, according to the practice of the company,
 fixed assets are physically verified by the management at reasonable
 intervals. The discrepancies noticed on physical verification of assets
 have been given effect in the books of account.
 
 (c) The company has not disposed of substantial part of fixed assets
 during the year and the going concern status of the company is not
 affected.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of 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) On the basis of our examination of inventory records, in our
 opinion, the company is maintaining proper records of inventory. The
 discrepancies noticed on verification of inventory as compared to book
 records were not material and have been properly dealt with in books of
 account.
 
 (iii) (a) According to the information and explanations given to us,
 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
 
 (b) According to the information and explanations given to us, the
 company has not taken any loans secured or unsecured from any
 companies, firms or other parties covered in register maintained under
 section 301 of the Act.
 
 (iv) 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 purchase of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal controls.
 
 (v) (a) According to the information and explanations given to us, the
 transactions that need to be entered in the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) According to the information and explanations given to us, there
 are no transactions made in pursuance of contracts or arrangements
 entered in the Register maintained under section 301 of the Companies
 Act, 1956, exceeding the value of Rupees Five Lakhs in respect of any
 party during the year. Hence, this clause is not applicable to the
 company.
 
 (vi) The company has not accepted any deposits from the public, hence
 the question of compliance with the provisions of section 58A and 58AA
 of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules 1975 does not arise. As informed to us no order has been passed
 by the Company Law Board or National Company Law Tribunal or Reserve
 Bank of India or any court or any other Tribunal.
 
 (vii) According to the information and explanations given to us, the
 company has no formal internal audit system but its control procedures
 ensure reasonable checking of its financial and other records.
 
 (viii) According to the information and explanaions given to us, the
 Central Government has not prescribed the maintenance of Cost records
 by the company under section 209(1 )(d) of Companies Act, 1956.
 
 (ix) (a) According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 the undisputed statutory dues including Provident Fund, Investor
 Education and Protection Fund, Employees State Insurance, Wealth tax,
 Custom Duty, Excise Duty, Cess and any other statutory dues wherever
 applicable except deduction of tax at source under Income Tax Act,
 Sales Tax (VAT) and Service Tax According to information and
 explanations given to us , arrears of outstanding dues as at 31st March
 2008 for a period of six months from the date they became payable are
 as follows:
 
 Nature of Payment                                      Amount in Rupees
 
 (i) Vale Added Tax under The Maharashtra Value Added
 
 Tax Act                                                      8,52,412
 
 (ii)   Service Tax                                             27,931
 
 (iii) Deduction of Tax at Source                                2,300
 
 (b) According to the information and explanations given to us, there
 are no dues outstanding of sales tax, income tax, custom duty, service
 tax, wealth tax, excise duty or cess on account of any dispute.
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred any cash losses during the
 financial year or in the immediately preceding financial year.
 
 (xi) The company has not taken any loans, from financial institution,
 bank or debenture-holders hence question of default in repayment of
 dues does not arise.
 
 (xii) In our opinion and according to information and explanation given
 to us,company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the company is not a chit fund or nidhi/ mutual
 benefit fund/society. Therefore, the provisions of clause (xiii) of
 para 4 of the Companies (Auditors Report) Order, 2003 are not
 applicable to the Company.
 
 (xiv) In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause (xiv) of para 4 of the Companies (Auditors
 Report) Order, 2003 are not applicable to the company.
 
 (xv) In our opinion and according to information and explanations given
 to us, the company has not given any guarantees for loans taken by
 others from banks or financial Institutions during the year.
 
 (xvi) The company has not raised any term loan during the year, hence
 question of applicability of term loan for its purpose does not arise.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, there are
 no funds raised on short-term basis which have been used for long-term
 investment.
 
 (xviii)According to the information and explanations given to us, 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 during the year.
 
 (xix) The company has not issued any debenture and created any
 securities in respect of debentures.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                                           For SHR & CO.
                                                   Chartered Accountants
 
                                                        (HITESH R. SHAH)
                                                                 Partner
                                                             M.No.104795
 Mumbai, dated September 8, 2008