Stephanotis Finance Ltd.

1. We have audited the attached Balance Sheet of VORA CONSTRUCTIONS LIMITED as at 31st March 2007 and also the Profit and Loss Account and 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 financial statement presentation. We believe that our audit providesa reasonable basis for our opinion. 3. 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 enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said 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; 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 with by this report comply with the accounting standards referred to in sub-section (JC) of section 211 of the Companies Act, 1956; v) On the basis of written representations received from the directors, as on 31st March, 2007, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2007 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 said accounts 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007; and b) In the case of the Profit and Loss Account, of the profit for the year ended on that date. c) In the case of cash flow statement, of the cash flows of the Company for the year ended on that sate. ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our report of even date on the accounts of VORA CONSTRUCTIONS LIMITED for the year ended on 31st March, 2007) 1) The provisions of clauses i, xi, xii, xiii, xv, xvi, xvii, xviii, and xix of paragraph 4 and 5 of the Companies ( Auditors Report ) Order, 2003 are not applicable for the current year. 2) Inventories: (a) Physical verification of stocks has been conducted by the management during the year at reasonable intervals. (b)The procedure of physical verification of stock followed by the management in our opinion is reasonable and adequate in relation to the size of the company and the nature of its business. (c)As per the information and explanations given to us no material discrepancies have been noticed on physical verification of stocks as compared to book records. (d)0n the basis of our examination of the stock records, we are satisfied that the valuation., of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year, (e) During the year the stock of shares was converted to Investments at cost price, no profit or loss is ascertained on transfer of the same. 3) (a) Loans taken by the company: As per the information and explanation given to us, the Company has not taken during the year any loan from any Company, Firm or other party listed in the register mentioned under Section 301 of the Companies Act, 1956. As per the information and explanation given to us, there is no Company under the same management as defined under Section 370 (IB) of the Companies Act, 1956. (b) Loans given by the company: As per the information, and explanation given to us the Company has not granted any loan to any Company, Firm or other party listed in the register mentioned under Section 301 of the Companies Act,-1956. 4) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase and sale of inventories and assets. 5) According to the information and explanations given provided by the management there have been no transactions that need to be entered into the register maintained under section 301 of the Companies Act,1956. 6) In our opinion and information and explanation given to us, the Company has not accepted any deposits in contravention of the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. 7) During the year, the Company had an internal audit system, which, in our opinion, is commensurate of the size of the Company and nature of its business. 8) The Central Government has not prescribed maintenance of cost records under 209 (1) (d) of the Companies Act, 1956. 9) (a) In our opinion and according to the information and explanation given to us, provident fund and state Insurance Schemes are not applicable to the Company. (b)As per the information and explanation given to us the Company does not have any undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty and Excise Duty outstanding as at the last day of the Financial Year for a period of more than six months from the date they become payable. 10) According to the Cash Flow Statement and other records examined by us, and the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investments (fixed assets etc.) and vice versa, other, than temporary- deployment pending application. 11) The Company is not a Sick Industrial Unit within the meaning of Clause (c) of Sub Section (1) of Section 3 of SickIndustrial Companies (Special Provision) Act, 1985. 12) The Company has maintained proper records in respect of transactions and timely entries have been made in respect of purchase and sale of shares during the year. 13) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year. Place: Mumbai For J. P. CHATURVEDI & CO. Dated : July 07, 2007 Chartered Accountants Address: 401, Rajshila, 597 J.S.S.Marg Nr.Princess Street, Girgaon J.P.CHATURVEDI Mumbai 400 002 Proprietor