We have audited the attached Balance Sheet of HIMALCHULI FOOD PRODUCTS
 LTD.  formerly known as SAHELI LEASING AND INDUSTRIES LTD. AS ON 31st
 march 2012, Statement of profit and Loss Account and also the Cash Flow
 statement for the period ended on that date and annexed thereto. These
 financial statements are responsibility of company''s management. Our
 responsibility is to express an opinion on these financial statement
 based on our audit.
 
 We concluded our audit in accordance with auditing standards in India.
 Those standards require that we plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free of
 the material misstatement. An audit includes examining, on a test
 basis, evidence supporting the amounts and disclosures in financial
 statements.  An audit also includes assessing the accounting principles
 used and significant estimates made by management as well as evaluating
 the overall financial presentation. We believe that our audit provides
 a reasonable basis for our opinion.
 
 The accounts of the company have been prepared on the basis that it is
 a going concern.  The company has accumulated losses which have been
 increased due to losses during the year. Further, the company is not
 engaged in trading and manufacturing activities during the year and has
 financial instability being working capital borrowing form banks under
 settlement. The ability of the company to continue as going concern is
 dependent upon the results of the management measures to meet the
 contingencies and implementation of those measures. Its future
 profitability and its financial viability, on which we are unable to
 express any opinion presently.
 
 Further to our comments in this report and Notes we state that :- i.
 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.  ii.  In our opinion proper books of accounts as required by the
 law has been kept by the company so far as it appears form our
 examination of the books.
 
 iii.  The Balance Sheet and profit and Loss account and Cash Floe
 Statement referred to in this report are in agreement with the books of
 accounts.  iv.  In our opinion, the Statement of profit and Loss,
 Balance Sheet and cash Flow Statement comply with the accounting
 standards referred to in sub section (3c) of section 211 of The
 Companies Act 1956.
 
 v.  On the basis of written representation received form the directors
 of the company and taken on record by the Board of Directors, we report
 that no director is disqualified as on march 31, 2012 form being
 appointed as director in terms of clause (g0 of sub section (1) of
 section 274of The Companies Act 1956.  vi.  In our opinion and to the
 best of our information and according to the explanations given to us ,
 the said accounts to gather with Notes on Accounts and the Significant
 Accounting Policies give the information required by The Companies Act
 1956, in the manner so required and subject to above with their
 corresponding effects on the profits for the period and the period end
 state of affairs to the extent the financial effects of such deviation
 also give true and fair view. :- 
 
 a) In case of the Balance Sheet, of the state of affairs of the company
 as on March, 31 2012.
 
 b) In the case of Statement of profit and Loss of the lOSS for the
 period ended on that date.
 
 c) In the case of cash Flow Statement of the cash flow for the year
 ended on that date.
 
 As required by the Companies (Auditors'' Report) order 2003, issued by
 the company Law Board 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 explanation given to us during the
 course of our audit, we further report that
 
 1.  FIXED ASSETS
 
 As explained to us there is no fixed assets of the company, hence
 question of maintaining quantitative details and situation of the fixed
 assets and physical verification by management at reasonable frequency
 during the year does not arise.
 
 2.  INVENTORIES
 
 As explained to us , there is no inventory during the year, hence the
 question of physical verification by the management at reasonable
 frequency during the year does not arise.
 
 3.  In respect of loan. 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 following are the particulars of loans taken by the company.
 
 
 
 Name of party           Relation with         Amount      Year End
                         Party                 Rs.         Balance
                                                           Rs.
 
 Omprakash R Agarwal HUF Director               15000        15000
 
 Vivek O Goel HUF        Director               25000        25000
 
 Vivek O Goel            Director              180000      1755000
 
 Sahelli Vastra Udyog 
 Ltd.                    Company in which       85000       408465
                         Director is 
                         interested
 
 Kay Bee Texpin Ltd      Company in which       85000      1685000
                         Director is 
                         interested
 
 Omprakash R Agarwal     Director             1504000      3444000
 
 
 
 b) The company has not granted any loan during the year.
 
 c) In our opinion and according to information and explanation given to
 us the rate of interest wherever applicable and other terms and
 conditions are not prima facie prejudicial to the interest of the
 company. The loans taken for granted by company are interest free.
 
 d) As informed to us, the company is regular in re paying the principal
 amounts as stipulated and has been regular in the payment of interest,
 where ever applicable.  The parties have repaid the principal amounts
 as stipulated and have been regular in payment of interest wherever
 applicable.
 
 e) These loans taken for granted by the company are repayable on demand
 and mostly interest and therefore the question of overdue amounts do
 not arise.
 
 4.  INTERNAL CONTROL
 
 In our opinion and according to information and explanation given to
 us, there are adequate internal control procedures commensurate with
 the size of company and the nature of business with regard to the fixed
 assets. During the course of our audit, no major weakness has been
 noticed in the internal controls.
 
 5.  INRESPECT OF TRANSACTIONS COVERED UNDER SECTION 301 OF THE
 COMPANIES ACT, 1956
 
 a) Based on the audit procedures applied by us and according to the
 information and explanation provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 b) In our opinion and according to information and explanation given to
 us, the transactions made in pursuance to contracts or arrangements
 entered in the registers maintained under section 301 and exceeding the
 value of five lac rupees in respect of any party during the period have
 been made at prizes which are reasonable having regard to the
 prevailing market prices at relevant time.
 
 6.  The company has accepted deposits in nature of current account
 transaction loan form the corporate bodies and shareholders and
 directors and friends of the directors during the period and
 consequently to the extent the provisions of section 58A and 58AA of
 The Companies Act 1956 and rules framed there under are in pour opinion
 applicable. Such Referred deposits have been accepted in compliance
 with the provisions of section 58A and 58AA and rules framed there
 under.
 
 7.  In our opinion, the company has neither formal internal audit
 system nor the work was entrusted to any outside agency as such but its
 control procedure ensures reasonable commensurate with size and nature
 of its business.
 
 8.  The central government has not prescribed maintenance of cost
 records under section 209(1)(d) of The Companies Act 1956.
 
 9. IN RESPECT OF STATUTORY DUES
 
 a) In our opinion and according to records of the company, the company
 has no liabilities of Provident Fund and ESI.
 
 b) According to the information and explanation given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, custom duty and excise duty were outstanding as at 31-03-2012 for
 a period of more than six months from the date they become payable.
 
 c) According to the records of the company, there are no dues of sales
 tax, income tax, customs tax, wealth tax, excise duty/cess which have
 not been deposited on account of any dispute.
 
 10. The company has accumulated losses at the end of financial period
 and such losses are more than 50% of its net worth shown in the end of
 its financial statements.  Further, the company has incurred loss of
 Rs.76,17,905/- during the financial period covered by our audit. The
 company has incurred cash loss of Rs.76,17,905/- in current financial
 year and the company has not incurred losses in immediately preceding
 financial period.
 
 11. In our opinion and according to information and explanation given
 to us no loans and advances have been granted on the basis of security
 by way of pledge of shares, debentures or other securities.
 
 12. In our opinion and according to the information and explanation
 given to us the nature of activities of the company does not attract
 special statute applicable to chit fund and nidhi/mutual/benefit
 fund/societies.
 
 13. The company has not undertaken any dealing /trading in shares,
 securities, debentures or other investments during the period. However
 the company purchased investments with a view to hold such investments
 and earn income form dividend or interest there on or with an intension
 of strategic stack in sister concerns. In our opinion this clause of
 CARO is not applicable to such investments of the company.
 
 14. According to the information and explanation given to us the
 company has not given any guarantee for loans taken by others form
 banks.
 
 15. The company has not raised any term loan during the year.
 
 16. According to the information and explanation given to us and over
 all examination of the balance sheet of the company, we are of the
 opinion that there are no funds raised on short term basis that have
 been used for long term investment.
 
 17. During the period the company has not made any preferential
 allotment of shares to parties and companies covered in register
 maintained under section 3014 of The Act.
 
 18. During the period covered by our audit report, the company has not
 issued any debentures.
 
 19. The company has not raised any money by way of public issue during
 the period.
 
 20. Based on audit procedures and information and explanations given by
 management, we report that no fraud on or by the company has been
 noticed or reported during the course of our audit.
 
 Sd\- 
 
 For and on behalf of 
 
 C.S.Jariwala & Co.  
 
 Chartered Accountants 
 
 FRN – 114906W 
 
 Anuj C Jariwala- Partner 
 
 Membership Np. 109919 
 
 Surat June 20, 2012.