1.  We have audited the attached Balance Sheet of Amrutanjan Health
 Care Limited as at 31.03.2011, the Profit and 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.
 
 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 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 statements
 presentation. 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 Section 227(4A) of the
 Companies Act, 1956, we enclose in the Annexure, a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 a) 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.
 
 b) 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.
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared, in
 compliance with the accounting standards referred to in sub-section
 (3C) of Section 211 of the Companies Act, 1956.
 
 e) On the basis of written representations received from the Directors,
 as on 31st March 2011, and taken on record by the Board of Directors,
 we report that none of the Directors 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.
 
 f) 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
 notes thereon, give the information required by the Companies Act, 1956
 in the manner so required and give a true and a 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 at 31st March, 2011;
 
 ii) In the case of Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 iii) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors'' Report referred to in paragraph 3 of our
 report of even date to the members of Amrutanjan Health Care Limited on
 the financial statements for the year ended March 31, 2011
 
 1) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) The fixed assets are being physically verified by the management as
 per a phased programme of verification.  In our opinion, the frequency
 of verification is reasonable having regard to the size of the Company
 and the nature of its assets and no material discrepancies have been
 noticed on such verification.
 
 c) In our opinion and according to the information and explanations
 given to us the Company has not disposed off any substantial fixed
 assets during the year.
 
 2) a) The inventory has been physically verified by the management
 during the Year. In our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion, the procedures of physical verification of
 inventories followed by the management are generally reasonable and
 adequate in relation to the size of the Company and the nature of its
 business.
 
 c) The Company is maintaining proper records of inventory.  The
 discrepancies notified on verification between the physical stocks and
 the book records were not material having regard to the size of the
 operations of the Company.
 
 3) a) The Company has granted unsecured loan to a subsidiary company
 covered in the register maintained under Section 301 of the Companies
 Act, 1956, and the amount outstanding as on 31st March, 2011 is Rs.
 1,35,88,209/-
 
 b) The rate of interest and other terms and conditions of the loan
 given by the Company, are not prima-facie prejudicial to the interest
 of the Company.
 
 c) There is no stipulation as to repayment of principal and for payment
 of interest.
 
 d) Not Applicable.
 
 e) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956. Consequently, clauses (f)
 and (g) are not applicable.
 
 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 purchases of inventory and fixed assets and for
 the sale of goods and services. During the course of our audit, we have
 not observed any major weakness in the internal controls.
 
 5) According to the information and explanations given to us, we are of
 the opinion that the contracts or arrangements that need to be entered
 in the register required to be maintained under Section 301 of the
 Companies Act, 1956 have been so entered. Sub-clause (b) is not
 applicable.
 
 6) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of Section 58A and 58AA or any other relevant
 provisions of the Act.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.
 
 8) We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by Central Government for the
 maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956
 and are of the opinion that prima facie, the prescribed accounts and
 records have been made and maintained. We have not, however, made a
 detailed examination of the records.
 
 9) a) According to the information and explanations given to us, the
 Company is generally regular in depositing undisputed statutory dues
 including provident fund, employees state insurance, investor education
 and protection fund, income tax, sales tax, wealth tax, service tax,
 customs duty, excise duty, cess and other statutory dues with the
 appropriate authorities. No undisputed amount payable in respect of
 income tax, wealth tax, service tax, sales tax, customs duty and excise
 duty were outstanding, at the year end for a period of more than six
 months from the date they became payable.
 
 b) According to the information and explanations given to us, details
 of dues of income tax, sales tax, wealth tax, service tax, customs
 duty, excise duty, cess, which have not been deposited on account of
 any dispute are given below:
 
 Statute    Amount      Period          Forum where
            Rs.                         dispute is
                                        pending
 
 Central
 Excise     8,89,155    2000-2001       CESTAT
 
 Income
 Tax       64,53,470    2007-2008       CIT (Appeals)
 
 10) The Company does not have any accumulated losses at the end of
 financial year and has not incurred cash losses during the financial
 year covered by our audit and in the immediately proceeding financial
 year.
 
 11) In our opinion, and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution / bank
 
 12) As explained to us, the Company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13) In our opinion and according to the information and explanations
 given to us, the nature of the activities of the Company does not
 attract any special statute applicable to the chit fund and
 nidhi/mutual benefit fund/societies.
 
 14) The Company is not dealing in or trading in shares, securities,
 debentures and other investments.
 
 15) There are no guarantees outstanding as at the year end that are
 given by the Company for loans taken by subsidiary company from bank.
 
 16) In our opinion and according to the information and explanations
 given to us and on an overall examination, the term loans have been
 applied for the purpose which they were obtained.
 
 17) According to the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, we report that
 the Company has used funds raised on short term basis of Rs. 19.20
 Crores for long term investments in shares of a subsidiary company.
 
 18) 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.
 
 19) The Company has not issued any debentures during the year.
 
 20) The Company has not raised any money through a public issue during
 the year.
 
 21) 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 and according to the information and
 explanations given to us, we have not come across any instance of the
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
                                         For P.S.SUBRAMANIA IYER & CO.,
                                         Firm Registration No : 004104S
                                                  Chartered Accountants
 
                                                          N. SRINIVASAN
                                                                Partner
                                                  Membership No: 200330
 
 Place: Chennai 
 Date : 08.08.2011