We have audited the attached Balance Sheet of UNIVERSAL MEDIA NETWORK
 LIMITED as at 31st March, 2002 and also the Profit & Loss Account for
 the year ended on that date annexed thereto. These financial statements
 are the responsibility of Companys Management. Our responsibility is
 to express an opinion on these financial statements based on our audit.
 
 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 provides a reasonable basis
 for our opinion.
 
 1. As required by the Manufacturing and Other Companies (Auditors
 Report) Order 1988, issued by the Company Law Board under Section 227
 (4A) of the Companies Act, 1956, we enclose in the annexure a statement
 on the matters specified in the said order.
 
 2. Further 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 purpose of our
 audit;
 
 b) In our opinion, proper books of accounts as required by Law, have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c) The Balance Sheet and the Profit & Loss Account dealt with by this
 report are in agreement with the books of account;
 
 d) In our opinion, the Profit & Loss Account and the Balance Sheet
 comply with the Accounting Standards referred to in sub-section (3C)
 of section 211 of the Companies Act, 1956;
 
 e) Based on information received from Directors and taken on record by
 the Board of Directors, none of the Directors is disqualified from
 being appointed as a Director in terms of amended Section 274(1)(g) of
 the Companies Act, 1956;
 
 f) Subject to Note no. 1B and 1G of Schedule Q regarding certain
 expenses and income accounted on cash basis and some investments of
 being held in the name of the Company, in our opinion and to the best
 of our information and according to the explanations given to us, the
 said accounts read together with other notes thereon 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 at 313 March, 2002.
 
 ii. In the case of the Profit & Loss Account, of the Profit for the
 year ended on that date.
 
 Annexure to the Auditors Report referred to in paragraph 1 of our
 report of even date
 
 1. The Company has maintained reasonable records to show full
 particulars including quantitative details and location of Fixed Assets
 which have been physically verified by the management at reasonable
 interval and no discrepancies have been noticed on such verification.
 
 2. None of the Fixed Assets have been revalued during the year.
 
 3. According to the explanations and information given to us, the
 procedure of physical verification of stock followed by the management
 are reasonable and adequate in relation to the size of the Company and
 the nature of its business.
 
 4. No discrepancies were noticed on such verification between the
 physical stocks and the books records.
 
 5. On the basis of the examination of books & records, we are of the
 opinion that valuation is fair and proper and is in accordance with the
 generally accepted accounting principles.
 
 6. According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured, from companies,
 firms or other parties listed in the register maintained under Section
 301 of the Companies Act, 1956, in which Directors are interested as
 contemplated under Section 299 of the said Act.
 
 7. In respect of the loans and advances in the nature of loans given
 by the Company, where stipulations have been made, the parties are
 generally repaying the principal amounts as stipulated and have and
 also been regular in the payment of interest wherever applicable.
 
 8. The Company has not accepted any deposits from the public within
 the meaning of Section 58A of the Companies Act, 1956.
 
 9. The Company dnot have an internal audit system, hence no comments
 have been made.
 
 10. According to the information and explanations given to us, and the
 records examined by us, no undisputed amounts payable in respect of
 Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were
 outstanding as at the end of the year for a period of more than six
 months from the date they became payable except for T. D. S. payable of
 Rs. 21,795/- and Income Tax Rs. 19,72,347/-.
 
 11. There is adequate internal control procedure commensurate with the
 size of the Company and the nature of the business for the purchase and
 sale of shares and securities.
 
 12. In our opinion and according to the information and explanations
 given to us, the transactions of purchase and sale of shares and
 securities made in pursuance of contracts or arrangements entered with
 the parties required to be listed under Section 301 of the Companies
 Act, 1956 and aggregating during the year to Rs. 50,000/- or more in
 respect of each party, have been made at prices which are reasonable
 having regard to prevailing market prices for such shares and
 securities or the price at which transaction for similar shares and
 securities have been made with other parties.
 
 13. According to the information and explanations given to us, no
 personal expenses have been charged to the Profit & Loss Account other
 than those payable under contractual obligation or in accordance with
 generally accepted business practice.
 
 14. The Company has been generally regular in depositing Provident Fund
 & E.S.I, dues with the appropriate authorities.
 
 15. According to the information and explanations given to us, the
 Company has maintained proper record of transactions and contracts of
 dealings in shares and timely entries have been made. However, some of
 the investments are not held in the name of the Company.
 
 16. Other provisions of the said order, in our opinion are not
 applicable to the Company for the year under report.
 
                                               For P. K. AJITSARIA & CO.
                                                   Chartered Accountants
 
                                                   (Pawan Kr. Ajitsaria)
                                                              Proprietor
 
 Place: Kolkata
 Dated: The 27th Day of June, 2002