1.  We have audited the attached Balance Sheet of VINATI ORGANICS
 LIMITED as at 31st March, 2011, the Profit and Loss Account and also
 Cash Flow Statement 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.
 
 2.  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 presentation of the
 financial statements. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors Report] Order, 2003 as
 amended by the Companies (Auditors Report Amendment] Order, 2004
 issued by the Government of India in terms of sub-section (4Al of
 section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs U and 5 of the
 aforesaid Order.
 
 4.  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;
 
 
 
 Income Tax 
 Act, 1961    Demand of penalty
              raised u/s     17,08,6301    A.Y. 2003-04      ITAT
              271 <1>
 
 Central 
 Excise Act, 
 1944         Demand on
              valuation of     3,70,150    Aug 2002 to       CESTAT
              by-product 
              transferred
              from one                     Sept. 2004
              unit to other
 
 [x] The Company does not have accumulated losses.  The Company has not
 incurred any cash losses during the financial year covered by our audit
 and in the immediately preceding financial year.
 
  In our opinion and according to the information and explanations
 given to us by the management, term loans outstanding at the beginning
 of the year and those raised during the year were applied for the
 purpose for which the loans were obtained.
 
 (xvii) According to the cash flow statement on the Balance Sheet date,
 and according to the information and explanations given to us and on an
 overall examination of the Balance sheet of the Company, we are of the
 opinion that no funds raised on short term basis have, prima-facie,
 been used for long term investments.
 
 (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 and therefore Paragraph 4
 (xviii) of the aforesaid Order is not applicable.
 
 (xix) During the period covered by our audit report, the Company has
 not issued debentures and therefore paragraph 4 (xix] of the aforesaid
 Order is not applicable
 
 [xx] During the period covered by our audit report, the Company has not
 raised money by way of public issues and therefore, paragraph 4(xx] of
 the aforesaid Order is not applicable.
 
 (xxi) Based upon the audit procedures performed and information and
 explanations given to us by the management, no fraud on or by the
 Company has been noticed or reported during the year.
 
                                             For and on behalf of
 
                                                   Karnavat & Co,
 
                                            Chartered Accountants
 
                                           Firm Regn. No. 104863W
 
 192, Dr. D. N. Road                           (Krishna Karundia)
 
 Mumbai-400001                                            Partner
 
 Dated: 21st May, 2011                      Membership No. 036681