We have audited the attached balance sheet of ACCENTIA TECHNOLOGIES
 LIMITED as at 31st March 2011 and also the profit & loss account and
 the cash flow statement 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.
 
 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 misstatements. 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.
 
 In Accordance with the provisions of Section 227 of the Companies Act,
 1956, we report that:
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 and on the basis of such checks of books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us during the course of
 audit, we enclose in the Annexure a statement on the matters specified
 in paragraphs 4 and 5 of the said Order.
 
 2.  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 purpose 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
 these books.
 
 iii. The Balance Sheet and the Profit and Loss account referred to in
 this report are in agreement with the books of account.
 
 iv. In our opinion the Balance Sheet and the Profit and Loss account
 referred to in this report comply with mandatory Accounting Standards
 referred to in sub section 3C of section 211 of the Companies Act,
 1956.
 
 v. On the basis of the information and explanations given to us, and on
 the basis on the written representations received from the Directors
 and taken on record, none of the directors of the company is
 disqualified as on 31st March, 2011 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 read together with the
 Significant Accounting Policies and other notes thereon, give the
 information required by the Companies Act, 1956 in the manner so
 required and give a true and fair view:
 
 i) In the case of the Balance sheet, of the state of affairs of the
 Company as at 31st March 2011.
 
 ii) In the case of the Profit & Loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 iii) In the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure refer to in Paragraph 1 of our report dated 26/11/2011, to the
 members of ACCENTIA TECHNOLOGIES LIMITED
 
 I.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets on the basis of information available.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management during the year. There is a regular
 programme of verification which, in our opinion, is reasonable having
 regard to the size of the company and the nature of its assets. No
 material discrepancies were noticed on such physical verification.
 
 (c) In our opinion and according to information and explanation given
 to us no substantial part of fixed asset has been disposed off by the
 company during the year and the going concern status of the company is
 not affected.
 
 II.  (a) As explained to us, the inventory of the company has been
 physically verified by the management .  In our opinion, the frequency
 of verification is reasonable.
 
 (b) In our opinion, and according to information and explanation given
 to us the procedure of physical verification of inventory followed by
 the management are reasonable and adequate in relation to size of the
 company and the nature of its business.
 
 (c) In our opinion, the company is maintaining proper records of
 inventory. As per the information and explanations provided to us and
 having regard to the size of the company, no material discrepancies
 have been noticed on physical verification of inventory as compared to
 book records.
 
 III. (a) The Company has granted unsecured loans to four subsidiaries
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. The maximum amount involved during the year and year end
 balance of such loans were Rs.  13,39,69,228.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 the loans mentioned in para (iii) (a) above, are prima facie not
 prejudicial to the interest of the Company.
 
 (c) Since the loans mentioned in para (iii) (a) above are without any
 fixed repayment schedule, the question of examining the regularity of
 repayment of the Principal amount and interest thereon, does not arise.
 
 (d) For the same reasons given in para (iii) (c) above, the question of
 examining the overdue amount and commenting on the reasonableness of
 the steps taken by the Company for the recovery of such loans does not
 arise.
 
 (e) The Company has not taken loans from party covered in the register
 maintained under Section 301 of the Companies Act, 1956, hence para (f)
 to (g) of the clause 4 (iii) of the order is not applicable to the
 company.
 
 IV.  In our opinion and according to the information and explanations
 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 purchases of inventory, fixed assets and with
 regard to the sale of goods and services. Further, on the basis of our
 examination of the books and records of the company, and according to
 the information and explanation given to us, we have neither come
 across nor have been informed of any continuing failure to correct
 major weaknesses in the aforesaid internal control procedures.
 
 V.  (a) In respect of transactions covered under section 301 of the
 Companies Act, 1956. In our opinion and according to the information
 given to us, there are no such transactions made in pursuance of
 contracts or arrangements that needed to be entered into in the
 register maintained under section 301 of the Companies Act, 1956, hence
 para (b) of the clause 4 (v) of the order is not applicable to the
 company.
 
 VI.  The Company has not accepted any deposits during the year and
 consequently the provision of section 58A and 58AA of the Companies
 Act, 1956 and the rules framed there under are not applicable.
 
 VII. In our opinion, the Company has an internal audit system
 commensurate with its size and nature of business.
 
 VII. We have been informed that the maintenance of cost records has not
 been prescribed by the central government under section 209(1) (d) of
 the Companies Act, 1956.
 
 IX (a) According to the information and explanation given to us the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including income tax, sales tax, wealth tax,
 customs duty, excise duty, service tax, cess and other material
 statutory dues applicable.
 
 (b) According to the information and explanation given to us no
 undisputed statutory dues including income tax, sales tax, wealth tax,
 customs duty, excise duty, service tax, cess and other material
 statutory dues applicable were in arrears as at 31.03.2011 for a period
 of more than six months from the date they became payable.
 
 (c ) According to the information and explanation given to us, there
 are no dues of income tax, sales tax, customs duty, wealth tax, service
 tax, excise duty and cess which has been deposited on account of any
 dispute except the below.
 
 Name of the 
 Statute        Nature of the
                Dues              Amount
                                 Disputed   Year to which   Forum where
                                   Rs.      amount related  Dispute is
                                                              pending
 
 Service Tax    Service Tax and  58,01,866/- 2003 to 2007   CESTAT,
                                                            Bangalore
                Interest thereon
 
 X.  The Company does not have any accumulated losses at the end of the
 year. The company has not incurred any cash losses for the year under
 review and immediately preceding such current year.
 
 XI.  According to the records of the company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to Financial Institution, Banks and debenture
 holder.
 
 XII.  We are informed that the company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and the securities.  Accordingly the provisions of the
 clause 4 (xii) of the order are not applicable to the company.
 
 XIII. The Company is not a chit fund or a nidhi/mutual benefit
 fund/society. Accordingly the provisions of the clause 4 (xiii) of the
 order are not applicable to the company.
 
 XIV. According to the information and explanation given to us the
 company is not dealing in or trading in shares, securities, debenture
 and other investments.
 
 XV.  According to the information and explanation given to us the
 company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 XVI.  According to the information and explanation given and based on
 the documents and records produced, on an overall basis, the term loans
 have been applied for the purpose for which they were obtained.
 
 XVII. According to the information and explanations provided to us and
 an overall examination of the balance sheet and the cash flow statement
 of the Company, in our opinion no funds raised on short term have been
 used for long term investment.
 
 XVIII.According to the information and explanations provided to us the
 Company has not made any Preferential allotment of equity shares during
 the year.
 
 XIX. According to the information and explanations provided to us,
 during the year the Company has not issued any debentures till date.
 
 XX.  According to the information and explanations provided to us,
 during the year the Company has not raised any money by way of public
 issues. Accordingly the provisions of the clause 4 (xx) of the order
 are not applicable to the company.
 
 XXI. Based upon the Audit procedures performed and information and
 explanation given to us, we report that no fraud on or by the company
 has been noticed or reported during the course of our audit.
 
                                            For DMKH & Co.
 
                                     Chartered Accountants
                                   Firm Reg. No. – 116886W
 
                                         CA. Durgesh Kabra
 
 Place : Mumbai                                    Partner
 
 Date : November 26, 2011          Membership No. : 044075