1. We have audited the attached Balance Sheet of JANICE TEXTILES
 LIMITED as at 31st March, 2003, the Profit & Loss account for the year
 ended on that date annexed thereto and the Cash Flow Statement for the
 year ended on that date. These financial statements are the
 responsibility of the 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 misstatement. An audit
 includes examining on test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assesssing 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.
 
 3. As required by the Manufacturing and other Companies (Auditor's
 Report) Order, 1988 issued by the Company Law Board in terms of Section
 227 of the Companies Act, 1956, we enclose in the Annexure a statement
 on the matters specified in paragraphs 4 & 5 of the said order.
 
 4. Attention is invited to :
 
 a) Note no. 8 of schedule P regarding preparation of accounts on going
 concern basis;
 
 b) Note no. 9 of schedule P regarding non provision of doubtful debtors
 of Rs. 37,16,36V- for reasons stated in the said note.
 
 5) Further to our comments in the Annexure referred to in paragraph 3,
 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, proper books of accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c. The Balance Sheet, Profit & Loss Account and the Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d. In our opinion, the Balance Sheet, Profit & Loss Account and the
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred ot in sub-section (3C) of Section 211 of
 the Companies Act, 1956.
 
 e. On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the said directors are disqualified as on 31st March, 2003 from being
 appointed as directors in terms of clause (g) of sub section (1) of
 section 274 of the Companies Act, 1956.
 
 f. In our opinion, and to the best of our information and according to
 the explanations given to us, subject to what is stated in paragraph 4
 above, 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2003;
 
 ii) in the case of the Profit and Loss Account, of the Loss of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE
 ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2003 OF JANICE TEXTILES LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us, we state that :
 
 1. The Company has maintained proper records showing full particulars
 including quantitative details and situation of the Fixed Assets. As
 explained to us, all the assets have been physically verified by the
 management during the year. No material discrepancies have been noticed
 on such physical verification as compared to the books records.
 
 2. None of the Fixed Assets have been revalued during the year.
 
 3. The manufacturing operations of the Company have remained suspended
 through out the year. The Company has maintained no inventory other
 than the opening stock which has physically verified and valued on the
 same basis as the preceding year.
 
 4. The Company taken loans from companies, firms or other parties
 listed in the register maintained under Section 301 of the Companies
 Act, 1956 and the same are prima facie not prejudicial to the interest
 of the Company. We are informed that there are no companies under the
 same management as defined under sub-section (1B) of Section 370 of the
 Companies Act, 1956.
 
 5. The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties listed in the register maintained
 under Section 301. We are informed that there are no companies under
 the same management as defined under sub-section (1B) of section 370 of
 the Companies Act, 1956.
 
 6. The Company has not given any interest free loans and advances in
 nature of loans.
 
 7. In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of stores, raw materials includig components,
 plant and machinery, equipment and other assets and for the sale of
 goods.
 
 8. In our opinion and according to the information and explanations
 given to us, the Company has not entered into any transactions for
 puchase of goods and material and sale of goods, materials and services
 with parties in pursuance of contracts or arrangements which are to be
 entered in the registers maintained under section 301 of the Companies
 Act, 1956 and aggregating during the period to Rs.  50,000/- or more in
 respect of each party.
 
 9. As explained to us, the Company has a regular procedure for
 determination of unserviceable or damaged stores, raw materials and
 finished goods. Adequate provision has been made in the accounts for
 the loss arising on the items so determined.
 
 10. The Company has not accepted any deposits within the meaning of
 Section 58 A of the Companies Act, 1956, from the public.
 
 11. In absence of manufacturing operation no scrap has generated during
 the year.
 
 12. The Company did not have a formal internal audit system during the
 year. However, the management is exercising due checks and controls to
 take care of the same.
 
 13. In absence of any manufacturing operation cost records, have not
 been maintained by the Company.
 
 14. We are informed that the Company was not required to deduct and
 deposit contributions under Provident Fund Act during the year. We are
 informed that the Employees State Insurance Act, 1948 is not applicable
 to the Company.
 
 15. There are no undisputed amounts payable in respect of Income Tax,
 Wealth Tax, Sales Tax, Customs Duty and Excise Duty as at 31st March,
 2003 which are outstanding for a period of more than six months from
 the date they became payable.
 
 16. According to the information and explanation given to us and the
 records examined by us, no personal expenses have been charged to
 revenue account, other than those payable under contractual obligations
 or in accordance with generally accepted business practice.
 
 17. Consequent upon the net worth of the Company becoming negative as
 at 31st March 2002, the Company has become a Sick Industrial Company
 within the meaning of Clause (o) of Sub-section(l) of Section (3) of
 the Sick Industrial Companies (Special Provisions) Act, 1985. During
 the year the Company has made reference to Board of Industrial &
 Financial Reconstruction.
 
                                                 FOR AND ON BEHALF OF
 
                                               V. PAREKH & ASSOCIATES
                                                CHARTERED ACCOUNTANTS
 
 MUMBAI,                                                         SD/-
 DATED : 11th July, 2003                    RASESH V. PAREKH, PARTNER