AUDITORS’ REPORT

To,
The Members of XYZ (India) LTD.

1. We have audited the attached Balance Sheet of XYZ (India) Ltd. Jaipur. As
at 31st March 2008 and also the Profit and Loss Account for the year ended on that date
annexed thereto. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements
based on our audit.

2. 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
management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order,2003 and amendments thereto

issued by the Central Government of India in terms of Sec 227(4A) of The Companies
Act 1956, we annex hereto a statement on the matters specified in the paragraphs 4 and
5 of the said order, to the extent applicable to the Company.

4. We further 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 and Profit and Loss Account dealt with by this report are
in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by
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 2008, and taken on record by the Board of Directors, we report that
none of the directors is disqualified as on 31st March 2008 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:

(i) in the case of the Balance Sheet of the state of affairs of the Company as
st
at 31 March 2008; and

(ii) in the case of Profit and Loss Account, of the Profit for the year ended
on that date.

ForXYZ & CO..

Chartered Accountants
JAIPUR
Dated: September 05th, 2008

(CA NAME)
M. No.
 Annexure to Auditors Report

Annexure referred to in paragraph 2 of the auditors report to the members of Sysgen

Biotec (India) Limited, Jaipur for the year ended 31st March, 2008

As required by the companies (Auditor Report) Order , 2003 and amendments thereto
and according to the information and explanations given to us during the course of the
audit and on the basis of such checks of the books and records as were considered
appropriate we report that:

(i) a) The company has maintained proper record showing full particulars including
quantitative details and situations of fixed assets.

b) All the assets have been physically verified by the management in accordance with a
phased programme of verification, which in our opinion is reasonable, considering the size
and the nature of business. The frequency of verification is reasonable and no material
discrepancies have been noticed on such physical verification.

c) The assets disposed during the year are not significant and therefore do not affect the on
going concern assumptions.

(ii) a) The inventories have been physically verified by the management during the year
at reasonable intervals.

b) The procedure of physical verification of the inventories followed by the management is

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 inventories and discrepancies noticed
on physical verification of inventories as compared to books records were not material.

(iii) a) The company has not granted unsecured loan to party covered in the register
maintained under section 301 of the Companies Act, 1956.

b) In view of our comments in Para (iii) (a) above, clauses 4 (iii) (b) (c) and (d) of the
said order are not applicable to the company.

c) The company has taken unsecured loan from two parties covered in the register
maintained under section 301 of the Companies Act, 1956 on all basis. The Maximum
amount outstanding during the year was Rs. 420800/- and Rs. 120000 the year ended
balance was Rs. 560800/-.
d) The other terms and conditions on which the loans have been taken are prima facie,
not prejudicial to the interest of the company;

e) In view of our comments in para (iii) (c) and (d) above, clause (iii) (g) of the said
order is not applicable to the company

(iv) There are adequate internal control systems commensurate with the size of the
company and the nature of its business with regard to purchase of inventories, fixed assets
and for the sale of goods and services. During the course of our audit no major weakness
has been observed in the internal control system.

(v) a) The transactions made in pursuance of contract or arrangements that need to be

entered into the register maintained under section 301 of the Companies Act, 1956 has
been recorded in the register.

b) The transactions made in pursuance of contract or arrangements that need to be

entered into the register maintained under section 301 of the Companies Act, 1956 has
been recorded in the register.

(vi) The company has not accepted any deposits from the public within the meaning of
the sections 58A, 58AA or any other relevant provision of the Act and the rules framed
there under any directives report issued by the Reserve Bank of India. No order in relation
thereto has been passed by the Company Law Board or National Company Law Tribunal
or Reserve Bank of India or any Court or any other Tribunal.

(vii) The Company has formal internal audit system commensurate with its size and
nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under
section 209 (1) (d) of the Companies Act, 1956 for the company.

(ix) a) According to the records of the company, the undisputed statutory dues including
Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty and Excise Duty, Cess have regularly deposited with the appropriate
authorities. There are no undisputed amount payable in respect of such statutory which
have remained outstanding as at 31st March, 2008 for a period more then six months from
the date they became payable.

b) There are no amount in respect of any disputed income tax, sales tax, wealth tax,
service tax, custom duty, excise duty and cess.
(x) The company has accumulated losses of Rs.10.55 lacs at the end of the financial
year 2006-07 and it has incurred losses in current financial year of Rs.0.45 lacs.

(xi) The Company has no defaulted in repayment of its dues to banks and financial
institutions.

(xii) The company has not granted any loans or advances on the basis of security by
way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi Fund or
Mutual Benefit Fund/Societies are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the
company is not a dealer or trader in shares, securities, debentures and other investments.

(xv) The company has not given any guarantee for loan taken by others from banks and
financial institutions.

(xvi) In our opinion, the term loan have been applied for the purpose for which they
were raised.

(xvii) On an overall examination the Balance Sheet of the company, we report that no
fund raised on short term basis have been used for long term investment.

(xviii) The company has not issued any equity shares and debentures during the year.

(xix) The company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the company,
carried out in accordance with the generally accepted auditing practices in India, we have
neither come across any instance of material fraud on or by the Company, noticed or
reported during the year.

For Nitin J. & Co.

Chartered Accountants

Nitin Goyal
Mem No.: 400572

Place: Jaipur
Date: 5th September, 2008