Manaksia

1.  We have audited the attached Balance Sheet of Manaksia Limited as
 at 31 st March 2009 and the relative Profit & Loss account and Cash
 Flow Statement of the company for the year ended on that date annexed
 there to, all of which we have signed under reference to this report.
 These financial statements are the responsibility of the management of
 the Company. Our responsibility is to express an opinion on these
 financial statements based onouraudit
 
 2.  We conducted our audit in accordance with auditing 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 of material misstatement.  An audit
 includes examining on 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 statement. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, issued
 by the Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956 and on the basis of such checks as we considered
 appropriate and according to the information and explanations given to
 us, we set out in the annexure a statement on the matters specified in
 paragraph 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that
 
 a.  We have obtained all the information and explanation, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 b.  In our opinion, proper books of account as required by law have
 been kept by the company so far as appears from our examination of
 those books.
 
 c.  The Balance Sheet and Profit & Loss Account referred to in this
 report are in agreement with the books of account;
 
 d.  In our opinion, the Profit & Loss Account, Balance Sheet and Cash
 Flow Statement 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.  On the basis of written representation received from the Directors,
 and taken on record by the Board of Directors, none of the directors is
 disqualified as on 31st March, 2009 from being appointed as director in
 terms of clause (g) of Section 274(1) of the Companies Act, 1956;
 
 f.  Sales include inter-divisional sales amounting to Rs. 10522.92
 lacs. However the same does not have any impact on the profit of the
 company for the year.
 
 g.  In our opinion and to the best of our knowledge and according to
 the explanations given to us, the said accounts read together with
 notes thereon attached thereto, give subject to our observations in
 para 5(f) of this report the information required by the Companies Act,
 1956 in the manner so required and present a true and fair view;
 
 i.  In the case of the Balance Sheet, of the State of Affairs of the
 Company as at 31 st March, 2009; and
 
 ii.  In the case of the Profit & Loss Account, of the Profit for the
 year ended on that date.
 
 iii. In the case of the Cash Flow Statement of the cash flows for the
 year ended on that date.
 
 Annexure to Auditors Report
 
 Referred to in Paragraph 3 of our report of even date
 
 1.  In respect of its fixed assets:
 
 The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 a.  As explained to us, the management has physically verified the
 fixed assets in a phased periodical manner, which in our opinion is
 reasonable, having regard to the size of the Company and nature of its
 assets. No material discrepancies were noticed on such physical
 verification.
 
 b.  In our opinion, the Company has not disposed of substantial part of
 fixed assets during the year and the going concern status of the
 Company is not affected.
 
 2.  In respect of its inventories:
 
 a.  As explained to us, the management has physically verified the
 inventories at regular intervals during the year. In our opinion the
 frequency of the verification is reasonable.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c.  The Company has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company to /from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956:
 
 a.  The company has granted unsecured loans amounting to Rs. 284.85
 lacs to two companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 b.  In our opinion and according to the information and explanations
 given to us, the rate of interest wherever applicable and other terms
 and conditions of unsecured loans given by the Company are not
 prejudicial to the interest of the company.
 
 c.  In respect of loans given by the Company the principal along with
 interest is repayable on demand.
 
 d.  Demand for repayment has not been raised by the Company, hence the
 question of overdue does not arise.
 
 e.  The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal controi procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory, fixed assets and also for the
 sale of goods. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5.  In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements, that needed to be entered into in the register maintained
 under Section 301 of the Companies Act, 1956 have been so entered and
 the transactions have been made at prices which are reasonable with
 regard to prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public during
 the year. Therefore the provision of clause (vi) of the companies
 (Auditors Report) order 2003 are not applicable.
 
 7.  In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 8.  The Central Government Under Section 209(1) (d) of the Companies
 Act 1956 has not prescribed the maintenance of cost record for its
 products.
 
 9.  In respect of Statutory dues:
 
 a.  According to the records of the Company, undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other material statutory dues
 to the extent applicable have been generally regularly deposited with
 the appropriate authorities. According to the information and
 explanations given to us, no undisputed amounts payable in respect of
 the aforesaid dues were outstanding as at 31st March, 2009 for a period
 of more than six months from the date of becoming payable.
 
 b.  The disputed Statutory dues aggregating to Rs 2882.37 Lacs, that
 have not been deposited on account of matters pending before
 appropriate authorities are as under:
 
 
 
 Name of the Statue     Nature of     Forum where dispute    Amount
                        the dues         is pending       (Rs.in lacs)
 
 Central Excise 
 Act,1944             Excise Duty      Honble High Court, 
                                       Kolkata               99.32
 
                                       CESTAT 7.50
 
                                       Commissioner, 
                                       Central Excise      1828.07
 
                                       Additional 
                                       Commissioner, 
                                       Central Excise         8.72
 
                                       Joint Commissioner, 
                                       Central Excise         0.31
 
                                       Asst. Deputy 
                                       Commissioner,
 
                                       Central Excise        28.63
 
                                       Appellate 
                                       Commissioner           1.29
 
                                       D. G., Central 
                                       Excise               559.36
 
                        Service Tax    Superintendent 
                                       of Service Tax         4.60
 
 Central Sales 
 Tax Act and            Sales Tax      W. B. Commercial 
                                      Taxes Appellate 
                                      and Revisional         90.45
 Sales Tax Act of 
 various States                       Board & Deputy 
                                     Commissioner (Appeals)
 Income Tax Act,1961 Income Tax 
                        Demand        C.I.T (Appeals)        73.53
 
 Municipal Act, 
 West Bengal         Muncipal Tax     Haldia Municipality 
                                      West Bengal           103.85
 
 Customs Act,1962    Customs Duty 
                     & Interest       Commissioner of 
                                      Customs                27.29
 
 West Bengal 
 Taxation Laws        Stamp Duty      Commissioner of 
                                      Haldia Municipality    49.45
 (Amendment) Act 2003
 
 10.  The Company has no accumulated losses and has not incurred any
 cash losses during the financial year covered by our audit or in the
 immediately preceeding financial year.
 
 11.  Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that the Company has not
 defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 12.  In our opinion and according to the information and explanation
 given to us, no loans and advances have been granted by the Company 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 or a nidhi / mutual
 benefit fund / society. Therefore, clause 4(xiii) of the Companies
 (Auditors Report) Order 2003 is not applicable to the Company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of trading in securities, mutual fund debentures
 and other investments and timely entries have been made therein. All
 shares, debentures mutual fund and other investments have been held by
 the Company in its own name.
 
 15.  The Company has given guarantees for loans taken by others from
 banks or financial institutions. According to the information and
 explanations given to us, we are of the opinion that the terms and
 conditions thereof are not prima-fade prejudicial to the interests of
 the Company.
 
 16.  To the best of our knowledge and belief and according to the
 information and explanation given to us term loans obtained were
 applied for the purpose for which they were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that the Company has not utilized funds raised on
 short-term basis for long-term investments and vice-versa.
 
 18.  The Company has not made any preferential allotment of share to
 parties and companies covered in the register maintained under section
 301 of Companies Act 1956.
 
 19.  According to the information and explanation given to us the
 Company has issued secured debentures during the year under audit.
 
 20.  The management has disclosed the end use of money raised by public
 issue and the same has been verified by us.
 
 21.  To the best of our knowledge and belief and according to the
 information and explanation given to us, no fraud on or by the Company
 has been noticed orreported during the year that causes the financial
 statements to be materially misstated.
 
                                           For SRB& Associates 
                                        Chartered Accountants 
 Place: Kolkata 
 
 Date: 30thJune2009                                  S. Patra
 
                                                      Partner
 
                                        Membership No. 056121