We have audited the attached Balance Sheet of HINDUSTAN FINSTOCK
 LIMITED as at 31st March, 2003 and also the Profit & Loss Account for
 the year ending on that date annexed thereto and report that :
 
 (1) As required by the Manufacturing and Other Companies (Auditors
 Report) Order, 1988 issued by the Company Law Board in terms of section
 227 (4A) of the Companies Act, 1956 we annex hereto a statement on the
 matter specified in paragraph 4 & 5 of the said order (2) Further to
 our comments in the Annexure referred to in paragraph (1) 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 accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 the books of the Company.
 
 (c) The Balance Sheet and Profit & Loss Account dealt with by this
 report are in agreement with the books of accounts of the Company.
 
 (d) In our opinion, the Profit & Loss Account and Balance Sheet comply
 with the Accounting Standard referred to in sub section (3c) of section
 211 of the Companies Act., 1956.
 
 (e) On the basis of confirmation received from the Directors and taken
 on record by the Board of Director, none of Directors is disqualified
 as on 31.3.2003 from being appointed as a Director of the Company U/S
 274(1)(g) of the Act.
 
 (f) 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
 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, 2003 and
 
 (ii) In the case of the Profit and Loss Account, of the Loss of the
 Company for the year ended on that date.
 
                                                For ASHOK THAKKAR & CO.,
                                                  Chartered  Accountants
                                                                    Sd/-
 Place: Ahmedabad                                       ASHOK D. THAKKAR
 Date: 01.07.2003                                             Proprietor
 
 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 1 of our
 report of even date)
 
 (1) The stock of shares & securities etc. have been physically verified
 by the management at reasonable intervals during the year. However
 there was no stock at the end of the year.
 
 (2) In our opinion, the procedure of physical verification of stock
 followed by the management was reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (3) In our opinion, the valuation of the stock of shares & securities
 had been fair and proper in accordance with the normally accepted
 accounting principles/However there was no stock at the end of year.
 
 (4) The company has not taken any loans, secured or unsecured from the
 companies, firms or other parties listed in the register maintained
 under Section 301 and/or from companies under the same management as
 defined under sub-section (1B) of section 370 of Companies Act, 1956.
 
 (5) The company has not given any loan or advance to the companies,
 firms or other parties listed in the register maintained under section
 301 and/or to companies under the same management as defined under
 sub-section (1B) of section 370 of Companies Act, 1956 during the year.
 
 (6) 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 nature of its business,
 for the purchase and sale of shares/securites etc.
 
 (7) No transaction of Purchases of materials and sale of goods have
 been made during the year aggregating to Rs.50,000/- or more in respect
 of any party as entered in the register maintained under section 301 of
 the Companies Act 1956.
 
 (8) There were no undisputed amounts payable in respect of Income Tax,
 Wealth Tax, Sales Tax, Customs Duty or Excise Duty outstanding, as at
 the last day of financial year concerned, for a period of more than six
 months from the date they became payable.
 
 (9) The company has not accepted any deposits from the public, for
 which the provisions of Section 58A of the Companies Act, 1956 are
 applicable.
 
 (10) The company did not have any formal internal audit system during
 the year. However, the Company had adequate internal control system
 commensurate with its size and nature of its business.
 
 (11) Maintenance of cost records by the company is not required under
 the provisions of section 209(1)(d) of the Companies Act, 1956.
 
 (12) According to information and explanations given to us, no personal
 expenses of employees or directors have been charged to revenue
 account.
 
 (13) The company is not an Industrial undertaking, hence, the
 provisions of sick industrial companies (Special Provisions) Act 1985
 doesnt apply to it.
 
 Except above, no other clause of Manufacturing & Other Companies
 (Auditors Report) Order, 1988 is applicable to the Company.
 
                                                For ASHOK THAKKAR & CO.,
                                                   Chartered Accountants
 Place: Ahmedabad                                       ASHOK D. THAKKAR
 Date : 01.07.2003                                            Proprietor