ESS DEE Aluminium

1.  We have audited the attached Balance Sheet of Ess Dee Aluminium
 Limited, as at March 31,2008 and also the relative Profit and Loss
 Account and Cash Flow Statement for the financial year ended on that
 date both of which we have signed under reference to this report. 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 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 estimate made
 by the management as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  This report is made solely to the Companys members, as a body, in
 accordance with the provisions of the Companies Act, 1956. Our audit
 work has been undertaken so that we might state to the Companys
 members those matters we are required to state to them in an auditors
 report and for no other purpose. To the fullest extent permitted by law
 we do not accept or assume responsibility to anyone other than the
 Company and the Companys members as a body, for our audit work, for
 this report or for the opinions we have formed.
 
 4.  We report as follows:-
 
 i) As required by the Companies (Auditors Report) Order 2003 and as
 amended by Companies (AuditorsReport) (Amendment) Order, 2004
 (together the Order) issued by the Central Government of India 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.
 
 ii) 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.
 
 iii) 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 those books and proper returns adequate for the purpose of our audit
 have been received from the branches not visited by us.
 
 iv) The Balance Sheet and Profit and Loss Account dealt with in this
 report are in agreement with the books of account.
 
 v) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet and Profit and Loss
 Account read with notes thereon comply with the Accounting Standards
 referred to in Section 211 (3C) of the Companies Act, 1956.
 
 vi) On the basis of the written representations received from the
 Directors as on March 31, 2008, which have been taken on record by the
 Board of Directors, we report that none of the Directors are
 disqualified as on March 31, 2008 from being appointed as a Director in
 terms of Section 274(1 )(g) of the Companies Act, 1956.
 
 vii) In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet and Profit and
 Loss Account read with the notes thereon give the information required
 by the Companies Act, 1956 in the manner so required and give true and
 fair view.
 
 in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2008, in the case of the Profit and Loss
 Account, of the profit for the year ended on that date in the case of
 Cash Flow Statement, of the cash flows for the year ended on that date.
 
 Annexure to Auditors Report
 
 Annexure referred to in paragraph 4.i of the Auditors Report to the
 members of Ess Dee Aluminium Limited.
 
 (i) a) The Company has maintained unit wise fixed assets registers
 and/or complied item wise list showing particulars of all its fixed
 assets. The aggregate value shown by this records agrees with the gross
 value of fixed assets as per the books of accounts of the company.
 
 (b) Based on the information and explanation furnished to us, the
 company has physically verified fixed assets during the year as per the
 cycle of verification and no material discrepancies were noticed.
 
 (c) During the year, Company has not disposed of any substantial /major
 part of fixed assets.
 
 ii. (a) As explained to us, the inventory has been physically verified
 during the year by the management. In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedure of physical verification of inventory
 followed by the management is reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us and on the basis of our examination of the records of
 inventory, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to the book records were not material and have been properly dealt with
 in the books of account.
 
 iii.  (a) According to the information and explanations given to us,
 the Company has not granted any loans to parties listed in the Register
 maintained under Section 301 of the Companies Act, 1956. Accordingly,
 sub-clauses (b), (c) & (d) of clause (iii) of Para 4 of the Order are
 not applicable.
 
 (b) According to the information and explanations given to us, the
 Company has taken an interest free unsecured loan from the Chairman and
 Managing Director. The details are as under:-
 
                                                           Rs. in Lacs
 
 Name of the party   Relationship     Max bal during the   Balance as on  
                                         year 2007-08      31.03.08
 
 Sudip Dutta        Chairman and MD         9.38            9.38
 
 The Company has not taken any other loans from nor granted any loans to
 parties listed in the Register maintained under Section 301 of the
 Companies Act, 1956.
 
 (c) The interest free loan and other terms and conditions of the
 unsecured loans taken by the Company are prima facie not prejudicial to
 the interest of the Company.
 
 (d) There are no stipulations of repayment of the unsecured loans
 taken.
 
 iv. In our opinion and according to the information and explanation
 given to us, there are adequate internal control systems 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. Further
 on the basis of our examination and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any instance of major weakness in the aforesaid internal
 control procedures.
 
 v.  (a) Based on audit procedure applied by us, to the best of our
 knowledge and belief and according to the information and explanation
 given to us, we are of the opinion that the transaction that needed to
 be entered into the register maintained under Section 301 have been so
 entered.
 
 (b) Based on audit evidence, and to the best of our knowledge and
 belief and according to the information and explanations given to us,
 the contracts and arrangements were entered into at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 vi. In our opinion and according to the information and explanations
 given to us, the directives issued by the Reserve Bank of India, and
 the provisions of Section 58A, 58AA or any other relevant provisions of
 the Act, and the rules framed thereunder with regard to the deposits
 accepted from the public are not applicable to the company.
 
 vii.  The Company has an internal audit system commensurate with the
 size and nature of its business.
 
 viii. We have broadly reviewed the books of account maintained by the
 Company relating to the manufacture of Aluminium Foils pursuant to the
 rules made by the Central Government for the maintenance of cost
 records under Section 209(1) (d) of the Companies Act, 1956 and are of
 the opinion that prima facie the prescribed accounts and records have
 been maintained. We have not, however, made a detailed examination of
 the records with a view to determining whether they are accurate or
 complete.
 
 ix.  (a) According to the records of the Company and information and
 explanations given to us, the Company has been generally regular in
 depositing undisputed statutory dues including Provident Fund,
 Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service
 tax, Customs Duty, Excise Duty and cess with the appropriate
 authorities.  There are no undisputed statutory dues outstanding as of
 March 31,2008 for a period of more than six months.
 
 (b) As at the year-end according to the records of the Company and
 information and explanations given to us, there are no disputed dues on
 account of income tax, sales tax, customs duty, excise duty, cess,
 wealth tax, service tax which have not been deposited with respective
 authorities.
 
 x.  This is the fourth financial year of the Company and this clause is
 not applicable to the company. Further, there are no accumulated losses
 at the end of the year.
 
 xi.  This Company has not defaulted in repayment of dues to banks. The
 Company has not issued any debentures.
 
 xii.  According to the information and explanations, the Company has
 not granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 xiii.  According to the information and explanations, the Company is
 not a chit fund / nidhi / mutual benefit fund / society.  Hence, the
 provisions of any special statute as specified under clause (xiii) of
 Paragraph 4 of the Order are not applicable to the Company.
 
 xiv.  According to the information and explanations, the Company is not
 a dealer or trader in securities.
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 xvi.  To the best of our knowledge and belief and, according to the
 information and explanations given to us, term loans availed by the
 Company were, prima facie, applied by the Company for the purposes for
 which the loans were obtained.
 
 xvii.  According to the information and explanations given to us and,
 on an overall examination of the balance sheet of the Company, funds
 raised on short term basis have, prima facie, not been used for long
 term investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 parties/companies covered in the register maintained u/s 301 of the
 Companies Act 1956.
 
 xix.  The Company has not issued any debentures.
 
 xx.  The Company has disclosed end use of money raised through public
 issue and the same has been verified.
 
 xxi.  Based on information and explanations furnished by the
 management, which have been relied upon by us, there were no frauds on
 or by the Company noticed or reported during the year.
 
                                           For M. P. Chitale & Co.
                                           Chartered Accountants
 
                                             Ashutosh Pednekar
 Mumbai, 26th May 2008                       Partner
                                             ICAIM. No. 41037