We have audited the attached Balance Sheet of Tolani Bulk Carriers
 Limited as at 31st March, 2009, and the Profit and Loss Account and the
 Cash Flow Statements of the Company for the year ended on that date
 annexed thereto. 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.
 
 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 the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003 (the
 Order), issued by the Central Government of India in terms of Section
 227 (4A) of the Companies Act, 1956, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 i. We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit.
 
 ii. 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.
 
 iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt within this report 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 representations received from the Directors
 as on 31st March, 2009 and taken on record by the Board of Directors,
 we report that none of the Directors are disqualified as on 31st March,
 2009 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956.
 
 vi In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet, Profit and Loss
 Account and Cash Flow Statement read with the significant accounting
 policies and notes thereon, give the information required by the
 Companies Act, 1956, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 a.  in the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March,2009;
 
 b.  in the case of Profit and Loss Account, of the profit 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 Auditors Report for the year ended 31st March, 2009
 
 1.  The Company does not have any fixed assets during the year. Clause
 4(i) of the Order is therefore not applicable to the Company for the
 year.
 
 2.  Clause 4(ii) of the Order is not applicable to the Company for the
 year in the absence of any item requiring maintenance of inventory.
 
 3.  The Company has not granted or taken any loans, secured or
 unsecured, to/from Companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Hence, Clause 4(iii) (b), (c), (d), (f) and (g) of the Order are not
 applicable to the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of fixed assets and for sale of goods and services. During the
 course of our audit, no major weakness has been noticed in the internal
 control systems.
 
 5.  According to the information and explanations given to us, there
 are no contracts or arrangements referred to in Section 301 of the
 Companies Act, 1956 exceeding Rs.500,000/- that need to be entered in
 the register required to be maintained under that section. Accordingly,
 Clause 4(v) of the Order is not applicable to the Company.
 
 6.  The Company has not accepted any deposits during the year from the
 public within the meaning of the provisions of Section 58A, 58AA or any
 other relevant provisions of the Companies Act, 1956 and rules framed
 thereunder.
 
 7.  The Company did not have an internal audit system during the year
 ended 318t March, 2009. However, in our opinion, the system of internal
 control is commensurate with the size of the Company and the nature of
 its business.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 Section 209(1 )(d) of the Companies Act, 1956.
 
 9.  a.  According to the information and explanations given to us and
 the records of the
 
 Company examined by us, the statutory dues applicable to the Company
 for the year under report are Profession Tax and Income Tax. The
 Company is regular in depositing the statutory dues with the
 appropriate authorities.
 
 b.  According to the information and explanations given to us, no
 undisputed dues payable in respect of income tax, sales tax, wealth
 tax, customs duty and cess were outstanding as at 31st March, 2009 for
 a period of more than six months from the date they became payable.
 
 c.  According to the information and explanations given to us, there
 are no statutory dues outstanding on account of any dispute as at 31st
 March, 2009.
 
 10.  The financial statements of the Company as on 31st March, 2009 do
 not show accumulated losses. The Company has not incurred cash losses
 during the financial year covered by our report and in the immediately
 preceding financial year.
 
 11.  According to the information and explanations given to us, and
 based on the records of the Company examined by us, the Company has not
 taken any loans from any financial institutions or banks and has not
 issued any debentures.
 
 12.  According to the information and explanations given to us and the
 records of the Company examined by us, the Company has not granted any
 loans or advances 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. Hence, Clause 4(xiii) of the Order is not
 applicable to the Company.
 
 14.  In our opinion, the Company is not an investment company dealing
 or trading in shares, securities, debentures and other investments.
 Clause 4(xiv) of the Order is, in our opinion, not applicable to the
 Company for the year under report. The investments made by the Company
 are held in its own name except to the extent of the exemption under
 Section 49 of the Companies Act, 1956.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  The Company has not availed any term loan during the year under
 audit.
 
 17.  The Company has not obtained/utilized any short term fund for long
 term investments.
 
 18.  The Company has not made any preferential allotment of shares
 during the year.
 
 19.  The Company has not raised any funds through issue of debentures
 during the year.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  Based on the audit procedures performed and the information and
 explanation given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the year.
 
                                     For and on behalf of
                                     CHANDABHOY & JASSOOBHOY
                                     Chartered Accountants
 
                                     Bhupendra T. Nagda
                                     Partner
 Mumbai, Dated: 20th May, 2009.      Membership No.F-102580