We have audited the attached balance sheet of Jindal Worldwide Ltd. as
 at 31st March,2011 and also the Profit and loss Account of the company
 for the year ended on that date. The Financial Statements of the Two
 Divisions of the Company have been audited and signed by M/s. B. A.
 Bedawala & Company, Chartered Accountants and relied upon by us for the
 merger of the Financial Statements. 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.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those Standard require that we plan and perform our
 audit to obtain reasonable assurance about whether the financial
 statement are free of material misstatement. An Audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statement . 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.
 
 As required by the Companies (Auditors'' 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 in para 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;
 
 c) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts;
 
 d) In our opinion Balance Sheet and Profit & Loss A/c of the company
 comply with the Accounting standards referred to in sub sec. (3C) of
 sec. 211 of The Companies Act,1956.
 
 e) On the basis of written representation from directors as on
 31.03.2011 and taken on record by the Board of Directors, we report
 that none of the directors is disqualified as on 31.03.2011 from being
 appointed as a 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, the said accounts, read together with
 Notes thereon, give the information required by the Companies Act,1956
 in 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, 2011, 
 
 ii) In the case of Profit & Loss account of the Profit for the year
 ended on 31st March, 2011, and
 
 iii) I n case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 Referred to in paragraph of my report of even date,
 
 1) IN RESPECT OF FIXED ASSETS
 
 a) The company has maintained proper records showing full particulars
 including quantitative details and situation of Fixed Assets.
 
 b) We have been informed that during the year these assets were
 physically verified by the management and no discrepancies were found
 on such verification.
 
 c) None of the Fixed Assets have been revalued during the year.
 
 2) IN RESPECT OF INVENTORIES
 
 a) The inventory together with stock with third parties have been
 physically verified by the management during the year.
 
 b) In our opinion and as per the information given to us, the procedure
 of physical verification of stocks, adopted by the management is
 reasonable and adequate in relation to the size and nature of the
 business carried out by the company.
 
 c) Discrepancies noticed on physically verification of stock are not
 material & the effect of the same have been duly recorded in the books
 of accounts.
 
 d) In our opinion the method of valuation of stock is fair and proper
 and in accordance with the normally accepted accounting principles and
 is consistent with the method adopted in preceeding year.
 
 3) IN RESPECT OF LOANS, SECURED OR UNSECURED, GRANTED OR TAKEN BY THE
 COMPANY TO / FROM COMPANY, FIRM OR OTHER PARTIES COVERED IN THE
 REGISTER MAINTAINED UNDER SEC. 301 OF THE COMPANIES ACT, 1956
 
 a) The Company has not taken loans from wholly owned subsidiary other
 than subsidiary of the company.
 
 b) The Company has granted unsecured loans to a wholly owned subsidiary
 of the company in respect of the said loans, Maximum Amount outstanding
 at any time during the year and the year-end balance is mention below.
 
 No. of 
 Company    Company         Loan Amt.     Maximum Amt.   Outstanding Amt.
 
 1          Subsidiary    1504.25 Lacs    1712.08 Lacs      697.08 Lacs
 
 There is no stipulation regarding repayment of outstanding amounts and
 other terms and conditions of such loan are prima facie not prejudicial
 to the interest of the company.
 
 4) In our opinion & according to the information given to us, there is
 adequate internal control procedure commensurate with the size of the
 company and the nature of its business for the purchase of stores, raw
 materials, plant and machinery, equipments, other assets and for the
 sale of Finished goods. Further, on the basis of our examination of the
 books and records of the Company and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weakness in the
 aforesaid internal control procedure.
 
 5) IN RESPECT OF CONTRACTS OR ARRANGEMENTS REFERRED TO IN SECTION 301
 OF THE COMPANIES
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into the register
 in pursuance to Section 301 of the Companies Act, 1956 have been so
 entered.
 
 b) In our opinion and according to the information and explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 and
 exceeding the value of Rs. 5,00,000/- in respect of any party have been
 made at prices which are reasonable having regards to prevailing market
 prices at relevant time.
 
 6) In our opinion and according to the information & explanations given
 to us, no deposit has been accepted by the company under the purview of
 the provisions of section 58A and 58AA of Companies Act, 1956 and the
 rules made thereunder.
 
 7) In our opinion, the internal audit have been commensurate with with
 the size of the Company and the nature of its business. There have been
 no major discrepancies that have remained unrectified.
 
 8) As per information & explanation given to us, the Central Government
 has not prescribed maintenance of cost records under section 209(1)(d)
 of the Companies Act 1956.
 
 9) STATUTORY DUTIES
 
 a) According to the records of the Company, the company is regular in
 depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Investor Education Protection Fund,
 Employees'' State Insurance, Income Tax, Sales-Tax, Wealth-Tax, Customs
 Duty, Excise Duty, Cess and other statutory dues applicable to it with
 the appropriate authorities.
 
 b) According to the information & explanation given to us no undisputed
 amount payable in respect of income tax, wealth tax, sales tax, custom
 duty, excise duty & cess were in arrears as at 31.03.2011 for a period
 of from the period of six months from the date they became payable.
 
 c) According to information & explanation given to us, the following
 represents the disputed statutory cases :
 
 Name of the  Nature of Dues      Amount (Rs.) Period to 
                                               which      Forum where
 Statue                               In Lacs  the Amt. 
                                               relates    dispute is 
                                                          pending
 
 Income Tax   Disallowance of 80HHC    36.55*  2002-03    Appeal with 
                                                          ITAT
 
 Income Tax   Disallowance of 80HHC    14.31*  2003-04    Appeal with
                                                          ITAT
 
 Sales Tax    Tax on Sale of DEPB      13.80** 1997-98    Appeal
 
 Sales Tax    Tax on Sale of DEPB      14.79** 1998-99    Appeal
 
 Sales Tax    Tax on Sale of DEPB      13.03** 01.04.99 
                                               to16.12.99 Appeal
 
 * The Company has deposited part amount of Rs.42.40 Lacs with the
 department as against the said demand as at the Balance Sheet date.
 
 ** The Company has deposited the full amount with the department as
 against the said demand. The case is pending under the said Forum.
 
 10) There are no accumulated losses & the company has not incurred cash
 losses during the financial year covered by our audit & the immediately
 preceding financial year.
 
 11) According to the records of the Company examined by us and the
 information and explanations given by the management the Company has
 not defaulted in repayment of dues to a bank as at the Balance Sheet
 date.
 
 12) 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 / nidhi / mutual
 benefit fund / societies. Accordingly, the provisions of Clause 4
 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 14) In our opinion and according to the information and explanations
 given to us, the Company does not deal or trade in shares, securities,
 debentures and other investments. Accordingly, the provisions of Clause
 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 15) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, Jindal Denims
 Inc. (A Div. of Company) has raised term loan of Rs.1476.55 Lacs &
 Short Term Loan of Rs.1500.00 Lacs during the current financial year
 and utilised the same for the purpose for which the loans were
 obtained.
 
 17) According to the information & explanation given to us & the
 overall examination of the balance sheet of the company, we report that
 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) The Company has not issued any debentures during the year nor were
 any debentures outstanding at the beginning of the year. Accordingly
 the provisions of Clause (xix) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 19) During the year 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.
 
 20) The Company has not raised any money by public issues during the
 year.
 
 21) To the best our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 
 Place : AHMEDABAD                      For, MEHRA ANIL & ASSOCIATES
 
 Date : 30/05/2011                             CHARTERED ACCOUNTANTS
 
                                                        (ANIL MEHRA)
 
                                                          PROPRIETOR
 
                                                        M.No. 033052
 
                                                       FRNo. 117692W