We have audited the annexed Balance sheet of OMNI DYE CHEM EXPORTS
 LTD., as at 31/03/2010 and the Profit and Loss Account for the year
 ended on that date annexed thereto and the Cash flow for the year ended
 on that date. 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 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 a 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 overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 1.  This report does includes a statement on the matters specified in
 paragraph 4 of the Companies (Auditor''s Report) Order, 2003, issued by
 the department of company affairs, in terms of section 227 (4A) of the
 companies Act, 1956.
 
 2.  Further to Our comments in the annexure referred to in paragraph 1
 above, I state 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 books of accounts as required by the law have been
 kept by the Company so far as it appears from the examination of such
 books;
 
 (c) In Our opinion, the Company has not followed the provisions of
 Section II of Part II of Schedule XIII to the Companies Act, 1956.
 
 (d) The Balance Sheet and the Profit and Loss Account and cash flow
 statement, dealt with by this report, are in agreement with the said
 books of accounts;
 
 (e) In Our opinion the Balance Sheet and Profit & Loss Account and cash
 flow statement comply with the accounting standards referred to in Sub
 Section 3(c) of Section 211 of the Companies Act, 1956.  
 
 (f) On the basis of written representation received from the directors
 as of 31/03/2010 and taken on record by the board of directors, We
 report that none of the directors is disqualified as of 31/03/2010 from
 being appointed as a director in terms of clause (g) of sub section (1)
 of Section 274 of the Companies Act, 1956.
 
 (g) In Our opinion and to the best of Our information and according to
 the explanations given to us, read with notes on Accounting and
 Accounting Policies generally accepted in India, the said accounts give
 the information required by the Companies Act, 1956, in the manner so
 required give a true and fair view.
 
 (i) In the case of the Balance Sheet, of the State of Affairs of the
 Company as at 31/03/2010 and; 
 
 (ii) In the case of the Profit and Loss Account, of the Loss of the
 Company for the year ended on that date.  
 
 (iii) In case of Cash flow statement, cash flow of the company for the
 year ended on that date
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 1.  In respect of its fixed assets:
 
 (a) The company has not maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets. We have been informed that this exercise is in process
 
 (b) Fixed assets have been physically verified by the management at
 reasonable intervals; No material discrepancies were noticed on such
 verification.
 
 (c) No substantial part of fixed assets have been disposed off during
 the year, and hence no question of affecting going concern.
 
 2.  In respect of its inventories:
 
 (a) We have been informed by the management that physical verification
 of inventory has been conducted at reasonable intervals by the
 management.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 (c) Company is maintaining proper records of inventory. No material
 discrepancies were noticed on physical verification.
 
 3.  In respect of loans granted and taken to / from parties covered in
 the register maintained u/s 301 of the Companies Ad; 1956.
 
 (a) The company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 u/s 301 of the companies Act-1956.
 
 (b) Not Applicable
 
 (c) Not Applicable
 
 (d) Not Applicable
 
 (e) The company has taken loans, secured or unsecured, from companies,
 firms or other parties covered in the register maintained under Section
 301 of the Companies Act 1956 or from the company under same management
 as defined under section 370(1-B)
 
 No. of parties: 1 Amount: Rs. 15,00,000.
 
 (f) In our opinion and according to the information and explanation
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 company.
 
 (g) In respect of loans taken, repayment of principal amount and
 interest have been regular.
 
 4.  In respect of internal control
 
 In our opinion and according to the information and explanations given
 to us there is adequate internal control system commensurate with the
 size of the company and the nature of its business, for the purchase of
 inventory and fixed assets and for the sale of goods and services.
 During the course of audit, We have not observed continuing failure to
 correct major weaknesses in internal control system.
 
 5.  In respect of contracts or arrangements need to be entered into a
 register maintained u/s 301 of the Companies Act, 1956
 
 (a) According to the information and explanation given to us, we are of
 the opinion that the particulars of contracts or arrangements referred
 to in section 301 of the companies Act 1956 have been entered in the
 register required to be maintained under that section.
 
 (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 of
 the companies Act 1956 are made at price which are reasonable having
 regard to prevailing market prices at the relevant time.
 
 6.  In respect of deposits from public
 
 No deposits within the meaning of Sections 58A and 58AA or any other
 relevant provision of the Act and rules farmed thereunder have been
 accepted by the Company.
 
 7.  In respect of internal audit system
 
 In our opinion, the Company has an internal audit system commensurate
 with its size and nature of business.
 
 8.  In respect of maintenance of cost records
 
 The Company is not required to maintain cost cecords pursuant to the
 Rules made by the Central Govenment for the maintenance of cost records
 under Section 209 (l)(d) of the Act
 
 9.  In respect of statutory dues
 
 (a) The company is regular in depositing the undisputed statutory dues
 including privident fund, investor education protection fund,
 employees'' state insurance, income tax, sales, tax wealth tax, service
 tax, custom duty, excise duty. Cess and other material statutory dues
 applicable to the Company with the appropriate authorities. No
 undisputed amounts payable in respect of the aforesaid statutory dues
 were outstanding as at the last day of the financial year for a period
 of more than six months from the date they became payable.
 
 (b) According to the records of the Company, there are no dues of
 Income tax, sales tax, customs duty, wealth tax, service tax, excise
 duty, sales tax and cess that have been not been deposited on amount of
 any dispute.
 
 10.  In respect of accumulated losses and cash losses
 
 The company''s accumulated losses at the end of the financial year are
 less than 50% of its net worth and it has not incurred cash losses in
 the current and immediately preceding financial year.
 
 11.  In respect of dues to financial institution / banks / debentures
 
 The company has not defaulted in repayment of dues to financial
 histitution, bank or debenture holders.  
 
 12.  In respect of loans and advances granted on the basis of security
 
 The company has not granted loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13.  In respect of provisions applicable to Chit fund
 
 In our opinion and according to information and explanations given to
 us the company is not chit fund or nidhi or mutual benefit
 fund/society. Therefore the provisions of clause 4(xiii) of the Order
 are not applicable to the company. Hence further sub sections xiii(a),
 xiii(b), xiiii(c), xiii(d) are not applicable to the company.
 
 14.  In respect of dealing or trading in shares, securities, debentures
 and other investment
 
 According to information and explanations given to us the company is
 not dealing in or trading in shares, securities, debentures and other
 investments. Accordingly, the provisions of dause 4(xiv) of the Order
 are not applicable to the company.
 
 15.  In respect of guarantee given for loans taken by others
 
 On the basis of records examined by us and information provided by the
 management, we are of the opinion that the company has not given
 guarantees for loans taken by others from banks or financial
 institutions.
 
 16.  In respect of application of term loans
 
 In our opinion, the term loans raised by the company during the year
 have been applied for the purpose for which it was raised.
 
 17.  In respect of fund used
 
 Based on an overall examination of the Balance Sheet of the company and
 a review of the consolidated fund ftaw statement for the year, we
 report that no funds raised on short-term basis have been used for
 long-term investments.
 
 18.  In respect of preferential allotment of shares
 
 The company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained u/s 301 of the
 Act, during the year.
 
 19.  In respect of securities created for debentures
 
 The company has not issued any debentures during the year. Therefore
 provisions of clause 4(xix) of the Order are not applicable to the
 company.
 
 20.  In respect of end use of money raised by public issues
 
 The company has not raised any money from the public during the year
 under audit
 
 21.  In respect of fraud
 
 According to the information and explanation given to us, no fraud on
 or by the company has been noticed or reported during the year.
 
                                           For MEHRA ANIL & ASSOCIATES
                                              (Chartered Accountants)
                                                    Reg. No. :117692W
 
 Place: AHMEDABAD
                                                           ANIL MEHRA
 Dated: 31/08/2010                                       (Proprietor)
                                             Membership .NolOO-033052