We have audited the attached Balance Sheet of M/s. Gold Earth Biotech
 Limited (Formerly known as Flexi Circuits India Limited) as at 31st
 March, 2006 together with the Profit and Loss Account of the Company
 and the cash flow statement for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 Company's management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 1. We conducted our audit in accordance with the accounting 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 from any 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 presentation of the
 financial statements.  We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor's 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.
 
 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 purposes of our
 audit;
 
 b) In our opinion, the company has kept proper Books of Accounts as
 required by law, have been kept by the company so far as appears from
 our examination of these books.
 
 c) The Balance Sheet, the Profit and Loss Account and cash flow
 statement referred to in this report are in agreement with the books of
 account.
 
 d) In our opinion the Balance Sheet, Profit and Loss Account 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) During the year ended 31st March, 2006 the erstwhile management had
 paid an excess amount of Rs.16,43,424/- (Previous year Rs.16,43,424/-)
 to a then director. We are informed that no prior approval of the
 Central Government u/s. 295 of the Companies Act 1956 Had been obtained
 for the same. No interest has been charged on such amount. In our
 opinion the recovery of such amount is doubtful.  No provision for
 doubtful debts has been made in the books for the said amount.
 
 f) On the basis of written representation received from the directors,
 as on 31st March, 2006 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2006 from being appointed as a director in terms of clause (g) under
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 g) In our opinion, and to the best of our information and according to
 the explanations given to us, the said accounts 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 the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March,^006:
 
 ii) In the case of the Profit and Loss Account, of the Loss for the
 year ended on that rate, and
 
 iii) In the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 For ARVIND & COMPANY
 Chartered  Accountants
 
 G. A. Patel
 Partner
 M.No.36700
 
 Place : MUMBAI
 Date  : 1st September, 2006.
 
 ANNEXURE TO THE AUDITOR'S REPORT
 
 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 fixed
 assets. The Fixed Assets have been physically verified by the
 management during the year, which in our opinion is not reasonable
 having regard to the size of the Company and nature of its assets. No
 Material discrepancies were noticed on such verification as compared
 with the book records.
 
 b) The Company has a policy of physically verifying its fixed assets
 periodically, which in our opinion is reasonable having regard to the
 size of the Company and the nature of its business.  During the year,
 some of the fixed assets have been physically verified by the
 management and no material discrepancies were noticed on such
 verification.
 
 c) During the year, there was no disposal of Fixed Assets.
 
 2.a) The Company has not taken loans from directors, and Associate
 Concerns and Companies under the same management covered in the
 Register maintained under Section 301 of the Companies Act, 1956
 regarding other loans. In our opinion, terms and conditions on which
 these loans have been taken are not prima facie prejudicial to the
 interest of the Company. The maximum amount involved during the year
 and year-end balance in respect of these loans was Rs.45,80,000/- and
 Rs.45,80,000/-.
 
 b) The Company has granted a loans to former Director, and others. In
 our opinion, the terms and conditions against which the loan has been
 granted is prima facie prejudicial to the interest of the Company. In
 respect of this loan granted to the maximum amount involved during the
 year and year end balance was Rs.38,23,111.32/- and Rs.38,23,111.32/-
 respectively.
 
 3. In our opinion and according to the information and explanations
 given to us, there are generally adequate internal control procedures
 commensurate with the size of the Company and the fixed assets. During
 the course of audit, no major weakness has been noticed in these
 internal controls.
 
 4. In our opinion and according to the information and explanations
 given to us, that there are no transactions that need to be entered in
 the Register in pursuance of Section 301 of the Companies Act, 1956
 have been entered. Clause (iv-b) of paragraph 4 of the Order is not
 applicable.
 
 5. The Company has accepted deposits from the Public to which the
 directives issued by Reserve Bank of India and the provisions of
 section 58 A of the Act and the rules frame there under Apply.
 
 6. In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 7. The Central Government has not prescribed maintenance of cost
 records under Section 209(1)(d) of the Companies Act, 1956 for any of
 the produce of the Company.
 
 8. a) According to the records of the Company, no undisputed Wealth
 Tax, Sales Tax, Custom Duty, Excise Duty except Income Tax were
 outstanding as at 31st March, 2006, for a period of more than six
 months from the date they became payable.
 
 b) According to the records of the Company, there are no disputed
 statutory on Account dues of Sales Tax, Income Tax, Wealth Tax, Custom
 Duty, Excise Duty and Cess that have been deposited with the
 appropriate authorities on account of dispute. To Company does have
 accumulated losses at the end of the financial year and has not
 incurred cash losses in the current and not in the immediately
 preceding financial year.
 
 9. According to the information and explanations given to us and based
 on our observations during the audit, the Company has not defaulted in
 repayment of dues to any financial institution or bank or debenture
 holder.
 
 10. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 11. In our opinion, the Company is not a Chit fund and Nidhi/Mutual
 benefit fund/society. Therefore the provisions of the Clause 4 (xii) of
 the order are not applicable to the Company.
 
 12. In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in shares,
 securities, debentures or other investments. Accordingly, the
 provisions of Clause 4(xiv) of the order are not applicable to the
 Company.
 
 13. According to the information and explanations given to us and the
 representations made by the management, the Company has not given any
 guarantee for loans taken by others from banks or financial
 institutions.
 
 14. During the year, the Company has not obtained any long term loans
 that were not applied.
 
 15. According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we report that
 no funds raise^, on short term basis which have been used for long term
 investment and vice versa.
 
 16. The Company has not made preferential allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 of the Companies Act, 1956, during the year.
 
 17. The Company has not issued any debentures.
 
 18. The Company has not raised any more through a public issue during
 the year.
 
 19. According to the information and explanations given to us and based
 on out audit, no fraud on or by the Company has been noticed or
 reported by the Company during the year.
 
 For ARVIND & COMPANY
 Chartered Accountants
 
 G. A. Patel
 Partner
 M.No.36700
 
 Place : MUMBAI
 Dated : 1st September, 2006