We have audited the attached Balance Sheet of PATEL ON BOARD COURIERS
 LIMITED as at 31st March, 2005 and also the Profit and Loss Account for
 the year ended on that date annexed thereto and the Cash Flow Statement
 of the Company for the year ended on that date. These financial
 statements are the responsibility of the Companys Management. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 1.  We have 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 2.  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 annex hereto a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 3.  (i) Attention is invited to Note no. 3(b) in Schedule O in the
 financial statements, regarding provision that may be required on
 shortfall, if any, on completion of the recovery process in respect of
 overdue debts.  The extent to which these debts are doubtful of
 recovery is not ascertainable and, accordingly, the effect thereof on
 financial statements cannot be ascertained.
 
 (ii) Attention is invited to Note no. 4 in the Schedule O in the
 financial statements, regarding non- provision for diminution in value
 of investments for reasons stated therein. The extent to which
 diminution in value of these investments is temporary is not
 ascertainable.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 2
 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Mandatory
 Accounting Standards referred to in sub section (3Q of section 211 of
 the Companies Act, 1956;
 
 e) In our opinion, and based on information and explanation given to
 us, none of the directors are disqualified as on March 31,2005 from
 being appointed as directors in terms of caluse(g) of sub section (1)
 of section 274oftheCompaniesAct, 1956;
 
 f) Subject to our comments in paragraph 3 above, in our opinion, and to
 the best of our information and according to the explanations given to
 us, the said accounts read with the Significant Accounting Policies and
 other notes thereon, give the information as required by the Companies
 Act, 1956, in the manner so required and present a true and fair view
 in conformity with the accounting principles general ly accepted in
 India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2005;
 
 (b) In the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 (c) in the 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 2 of our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) We have been informed thatmostofthe fixed assets have been
 physically verified by the management during the year in phased manner
 and in our opinion, the frequency of verification is reasonable having
 regard to the size of the Company. We were informed that no material
 discrepancy were noticed on such verification.
 
 (c) In our opinion, the Company has not disposed off substantial part
 of fixed assets during the year and the going concern status of the
 company is not affected.
 
 (ii) (a) The Company did not carry any stock of stores, spare parts,
 finished goods and raw materials. The stock of foreign currencies has
 been physically verified during the year by the management.
 
 (b) The procedures of physical verification of the stock of foreign
 currencies 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 the stocks of foreign
 currencies. We are informed that no material discrepancies were noticed
 on physical verification of stock of foreign currencies as compared to
 the book records.
 
 (iii) (a) In our opinion and according to the information and
 explanations given to us, the Company has taken unsecured loans, from
 the Companies listed in the register maintained under Section 301 of
 the Companies Act, 1956 during the year aggregating to Rs. 72 lakhs and
 the balance of the loans taken from such companies was Rs. 36 lakhs at
 the end of the year. In our opinion and according to the information
 and explanations given to us, the Company has not granted any unsecured
 loans to companies, firms or other parties listed 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 and other terms and conditions of
 these unsecured loans taken are, prima facie, not prejudicial to the
 interest of the Company.
 
 (c) As informed to us, in respect of the loans taken by the Company,
 there are no stipulations as to repayment. However, the Company is
 regular in the servicing of interest.
 
 (d) In our opinion and according to the information and explanations
 given to us, there is no overdue amount of loans taken from Companies
 or firms listed in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 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 its assets and for purchase and sale of
 foreign currencies. This being a service company, there is no purchase
 of raw materials and there is no sale of goods. During the course of
 Audit we have not observed any major weakness on the part of the
 Company in the internal controls.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, there are no transactions of purchase and
 sale of goods and materials, made in pursuance of contracts or
 arrangements entered 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, there are no transactions of purchase and sale of goods
 and materials and services made in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 aggregating during the year to Rupees Five
 Lakhs or more in respect of each party.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance
 of Deposits) Rules , 1975 as regards deposits accepted from the public.
 According to the information and explanations given to us, no order
 under the aforesaid sections has been passed by the Company Law Board
 on the Company.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) As informed to us, the Central Government has not prescribed
 maintenance of cost records under section 209(1 )(d) of the Companies
 Act, 1956 in respect of any of the activities of the Company.
 
 (ix) - (a) According to the information and explanations given to us
 and according to the books and records produced before us, in our
 opinion, the Company has been generally regular in depositing
 undisputed statutory dues including provident fund, employees state
 insurance, income-tax, cess and statutory dues with the appropriate
 authorities.
 
 (b) According to the information and explanations given to us,
 there,are no dues of Income Tax, Wealth Tax, Sales Tax, Customs Duty,
 Excise Duty and Cess, which have not been deposited due to any
 disputes.
 
 (x) The company has no accumulated losses and not incurred cash losses
 during the financial year ended 31M March, 2005 or in the immediately
 preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks, financial institutions or debenture holders during the year.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not granted any loans and-advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The Company is not a chit fund or a nidhi, mutual benefit
 fund/society and the provisions of clause 4 (xiii) of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provision of clause 4 (xiv) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 terms and conditions on which the Company has given guarantee for loans
 taken by others from banks or financial institutions are, prima facie,
 not prejudicial to the interest of the Company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 the loans were obtained.
 
 (xvii) On the basis of the overall examination of Balance Sheet of the
 Company, we are of the opinion, that there are no funds raised on the
 short term basis which have been used for long term investments and
 vice versa.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the Register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, the
 Company has not issued any debentures and hence the provision of clause
 4 (xix) of the Companies (Auditors Report) Order, 2003 is not
 applicable to the Company.
 
 (xx) The Company has not raised any money by public issue during the
 year. Accordingly, the provision of clause 4 (xx) of the Companies
 (Auditors Report) Order, 2003 is not applicable to the Company.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                                   For P. PARIKH & CO.
                                                Chartered Accountants
 
                                                          Rajesh Jain
                                                              Partner
 
                                                Membership No.: 48751
 Mumbai, 18th August, 2005.