Bisleri Gujarat

We have audited the attached Balance sheet of Bisil Plast Limited as at
 31st March, 2008 and also the Profit & Loss Accounts for the year ended
 on that date annexed there to. These financial Statements are the
 responsibility of the Companys management. Our responsibility is to
 express an opinion on these financial statement based on our Audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. These 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 In accordance with the provisions of section 227 of the Companies Act,
 1956, we report as under :
 
 As required by the companies (Auditors Report) order, 2003, issued by
 the Central Government if India in terms of sub- section 227 (4A) of
 the companies Act 1956, and on the basis of such checks of the books
 and records of the Company as we considered appropriate and accounting
 to the information and explanations given to us, we enclose in the
 Annexure our report on the matters specified in paragraphs 4 and 5 of
 the said order.
 
 Further 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 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
 those books.
 
 (iii) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with books of account of the Company.
 
 (iv) In our opinion, the Balance sheet and Profit and Loss Accounts
 dealt with by this report comply with the accounting standards referred
 to Section 211(3C) of the Companies Act, 1956 to the extent applicable.
 
 (v) On the basis of written representations received from the
 directors, ason 31st March, 2008 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 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 with the notes
 thereon, 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 :
 
 a) In the case of the BALANCE SHEET, of the state of affairs of the
 company as at 31st March, 2008 and
 
 b) In the case of Profit and Loss Account, of the Profit for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Annexure referred to in paragraph (1) of our report of even date)
 
 1.  i) The company has maintained proper records showing full
 particulars including quantitative details & situation of fixed assets.
 
 ii) All the assets have been physically verified by the management at
 reasonable period during the year. No material discrepancies were
 noticed on such verification.
 
 iii) In our opinion and according to the information and explanation
 given to us, substantial part of fixed assets has not been disposed off
 by the company during the year.
 
 2.  i) As explained to us, Stock have been physically verified during
 the year by the management, In our opinion, the frequency of
 verification is reasonable.
 
 ii) As per information given to us, the procedures of physical
 verification of stocks followed by the management are reasonable and
 adequate in relation to the sixe of the company and the nature of its
 business.
 
 iii) On the basis of our examination of the inventory records, in our
 opinion, the company is maintaining proper records of inventory. No
 material discrepancies were noticed on verification between the
 physical stocks and the book records.
 
 3.  The company has not granted any loans to companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 4.  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 the 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 any continuing
 failure to correct major weaknesses in internal control.
 
 5.  i) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 ii) In our opinion and according to the information and explanations
 given to us, the above transactions, where they exceeds the threshold
 limit specified, were made at prices which are reasonable having regard
 to prevailing market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from the public
 so the clause (vi) of the Paragraph 4 is not applicable to the Company.
 
 7.  The Company does not have any Internal Auditor or any special
 department/cell for Internal Audit, but looking towards the quantum &
 value of transactions and the Internal Control Procedures, the Company
 has enough control over the transactions of the business.
 
 8.  The Central Government has not prescribed the maintenance of cost
 records in respect of the Company under section 209 (1)(d) of the
 Companies Act, 1956.
 
 9.i) The company is regular in depositing with appropriate authorities
 undisputed statutory dues of Income-tax, Wealth-tax, Custom Duty,
 excise duty, sales tax, ESIC, P.P. and any other statutory dues
 applicable to it with the appropriate authorities.
 
 ii) At the last day of the financial year, according to the records of
 the company and the information and explanations given to us, there
 were no dues of custom duty, wealth tax and cess which have not been
 deposited on account of any dispute.
 
 10.  The Company has no accumulate losses at the end of the financial
 year and it has not incurred any cash losses in the financial year
 under report and the immediately preceding financial year.
 
 11.  According to the information & explanation given to us the company
 has not defaulted in repayment of dues to financial institutions/bank.
 
 12.  We are of the opinion that the company has not granted any loans
 and advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  In our opinion, the company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 company.
 
 14.  As per the records of the Company and the information and
 explanations given to us by the management company is not dealing or
 trading in shares, securities and debentures and other investments.
 
 15.  According to the records of the Company and he information and
 explanations provided by the management, the company has hot given any
 guarantee for loans taken by others from banks or financial
 institutions.
 
 16.  According to the records of the Company, the Term Loan was applied
 for the purpose for which the loan was taken.
 
 17.  According to the information and explanations given to us and on
 overall examination of the balance sheet of the company, we report that
 the no funds raised on short-term basis have been used for long term
 investment. No long term funds have been used to finance short term
 assets except permanent working capital.
 
 18.  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.
 
 19.  According to the information and explanations given to us, the
 company has not issued any debentures during the year.
 
 20.  The Company has not raised monies by public issue during the year.
 
 21.  During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither came across any instance of
 fraud on or by the Company, nor such type of the case been reported or
 informed to us by the management.
 
                                               For SHAH & DALAL
                                          Chartered Accountants
 
 Place : Ahmedabad                               Malay J. Dalai
 Date  : 30th June, 2008                                Partner
                                                   M. No. 36776