We have audited the attached Balance Sheet of MULTICOLOUR OFFSET
 LIMITED as at 31st March, 2002 which we have signed under reference to
 this report. These financial statements are the responsibility of the
 Companys management. Our responsibility is to express an opinion on
 this financial statement based on our audit.
 
 We have conducted our audit in accordance with auditing standards
 generally accepted in India. Those standard required 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 a test basis, evidence supporting the amount and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the over all financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 1. As required by the Manufacturing and Other Companies (Auditors
 Report) Order, 1988 issued by the Central Government of India in terms
 of Section 227(4A) of The Companies Act, 1956 of India (the `Act) and
 on the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we annex hereto a statement on the matters specified in
 paragraphs 4 and 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 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 dealt with by this report are in agreement with
 the books of account
 
 d) In our opinion, the Balance Sheet dealt with by this report have
 been prepared in compliance with the applicable Accounting standard
 referred to in Section 211 (3C) of the Companies Act, 1956
 
 e) On the basis of the written representation received from the
 Directors, as on 31st March, 2002 and taken on record by the Board of
 Directors of the Company, none of the Directors is disqualified as on
 31st March, 2002 from being appointed as a Director in terms of Clause
 (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956
 
 f) Debit and Credit balances including secured and unsecured loans,
 Sundry Creditors, Loans and Advances are subject to confirmation and
 reconciliation
 
 Subject to matter stated in Para 2(a) to 2(e) and particularly in Para
 2(f) the effect of which on the loss of the company is not presently
 ascertainable, In our opinion and to the best of our information and
 according to the explanations given to us, the said accounts together
 with the notes thereon particularly Note No. `12 of Schedule T and
 attached there to give in the prescribed manner the information
 required by the Companies Act, 1956, and also give a true and fair view
 in conformity with the accounting principles generally accepted in
 India. In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2002.
 
                                                  For M.V. Damania & CO.
                                                   Chartered Accountants
                                                           Malay Damania
                                                                 Partner
                                                   Membership No.: 42278
 Place: Mumbai
 Date: 20th August, 2002
 
 ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH 1 OF OUR
 REPORT OF EVEN DATE)
 
 1. The Company has maintained proper records showing full particulars
 including quantitative details and situations of its fixed assets. As
 informed by the management, the fixed assets of the company have not
 been physically verified by the management during the year.
 
 2. None of the Fixed Assets have been revalued during the year.
 
 3. Not Applicable as the Company has not done any trading or
 manufacturing activity during the year.
 
 4. Not Applicable in view of Clause No. iii.
 
 5. Not Applicable in view of Clause No. iii.
 
 6. Not Applicable in view of Clause No. iii.
 
 7. The company has taken interest free unsecured loans from companies,
 firms or other parties listed in the register maintained under Section
 301 of the Companies Act, 1956 and from the companies under same
 management under Section 370 (1 B) of the Companies Act, 1956. The
 terms and conditions of such loans are prima facie not prejudicial to
 the interest of the company.
 
 8. The company has granted unsecured loans or advances to companies,
 firms or other parties listed in register maintained under Section 301
 of the Companies Act, 1956 and companies under same management under
 Section 370 (1B) of the Companies Act, 1956. The terms and conditions
 of such loans are prima facie not prejudicial to the interest of the
 company.
 
 9. The company has not granted any loans or advances in the nature of
 loans.
 
 10. In our opinion and according to the information and explanations
 given to us and looking to the nature of activities of the Company,
 there does not exist any elaborate procedure of Internal Control.
 
 11. There are no transaction of purchase of goods and materials and
 sale of goods, materials and services made in pursuance of contracts or
 arrangements entered in the register maintained U/s 301 of the
 Companies Act, 1956.
 
 12. As explained to us, there are no unserviceable or damaged stores,
 raw material and finished goods.
 
 13. The Company has accepted deposits from public, which is within the
 limit specified under Section 58A of the Companies Act, 1956.
 
 14. As explained to us, the companies manufacturing operation do not
 generate any scrap or relisable by products.
 
 15. The Company does not have internal audit system.
 
 16. The Central Government has not prescribed maintenance of cost
 records under Section 209(i)(d) of the Companies Act, 1956.
 
 17. According to the information and explanations given to us, the
 provisions of Employees Provident Fund and Employees State Insurance
 Act, 1948 are at present not applicable to the company.
 
 18. According to information and explanation given to us, no undisputed
 amount payable in respect of Wealth Tax, Sales Tax, Excise duty are
 outstanding as on 31st March, 2002 for a period of more than six
 months from the date they become payable, except for Income Tax
 liability for the Assessment Year 1994-95 of Rs. 7,31,040/-, T.D.S.
 liability of Rs. 41,984/-and Professional Tax liability of Rs. 4,955/-.
 
 19. During the course of our examination of books of accounts carried
 out in accordance with generally accepted auditing practices, we have
 not come across any personal expenses, other than those payable under
 contractual obligations or in accordance with generally accepted
 business practices, nor we have been informed of any such case by
 management.
 
 20. The Company is not a sick industrial company within the meaning of
 clause (o) of sub section (i) of section 3 of the sick Industrial
 Companies (Special Provisions) Act, 1985.
 
                                                  For M.V. Damania & CO.
                                                   Chartered Accountants
                                                           Malay Damania
                                                                 Partner
                                                   Membership No.: 42278
 Place: Mumbai
 Date : 20th August, 2002