We have audited the attached Balance Sheet of Biopac India Corporation
 Limited as at 31st March 2012, Profit and Loss account for the year
 ended on that date annexed thereto, and Cash Flow Statement of the
 Company 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 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 the 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 of
 our opinion.
 
 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 paragraphs 4 and 5 of the said order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 (a) we have obtained all the information and explanation, which to the
 best of our knowledge and belief were necessary for the purpose 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 and profit and loss account dealt with by this
 report are in agreement with the books of account;
 
 (d) 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;
 
 (e) on the basis of written representations received from the
 Directors, as on 31st March 2012 and taken on record by the board of
 directors, we report that none of the directors is disqualified as on
 31st March 2012 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 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 accounting principles generally
 accepted in India:
 
 (i) in case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012;
 
 (ii) in case of Profit and Loss Account, of the profit of the Company
 for the year ended on that date.
 
 (iii) in case of cash flow statement, of cash flow of the Company for
 the year ended on that date.
 
 (i) (a) The Company is maintaining proper records showing full
 particulars of, including quantitative details and situation, of fixed
 assets.
 
 (b) The management at reasonable intervals has verified the fixed
 assets. We have been informed that, no material discrepancies on such
 verification have been noticed.-
 
 (c) The Company has not disposed substantial portion of its fixed
 assets during the year; accordingly the going concern status of the
 Company is not affected.
 
 (ii) (a) As per the records maintained, the management has conducted
 verification of inventory at reasonable intervals.
 
 (b) In our view, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 (c) In our view, the Company has maintained proper records of
 inventory. The discrepancies noticed on physical verification of stocks
 as compared to the book records have been properly dealt with in the
 books of account on a periodical intervals.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured
 to companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act 1956.
 
 (b) Since no loans are granted, the sub-clause dealing with rate of
 interest and other terms and conditions of loans given by the company
 are not applicable.
 
 (c) Since no loans are granted, the sub-clause dealing with receipt of
 the principal amount and interest on regular basis is not applicable.
 
 (d) Since no loans are granted, the sub-clause dealing with overdue
 amount more than rupees one lakh is not applicable.
 
 (e) The Company has not taken unsecured loans from Parties covered in
 the register maintained under section 301 of the Companies Act 1956.
 
 (f) Since no loans are taken, the sub-clause dealing with rate of
 interest and other terms and conditions of loans given by the company
 are not applicable.
 
 (g) Since no loans are taken, the sub-clause dealing with payment of
 the principal amount and interest on a regular basis is not applicable.
 
 (iv) In our view, there is an adequate internal control system
 commensurate with the size of the Company and nature of its business,
 for the purchase of inventory and fixed assets, and for sale of goods
 and services. In our view, there has been no continuing failure to
 correct major weakness in internal control systems of the Company.
 
 (v) (a) According to the information and explanation given to us and on
 the basis of representation received from the Management, particulars
 of contracts or arrangements referred to in Section 301 of the Act have
 been entered in the register required to be maintained under that
 Section, (b) According to the information and explanation given to us
 and on the basis of representation received from the Management, each
 of these transactions made in pursuance of such contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from public within the
 meaning of the provisions of section 58A and section 58AA or any
 relevant provisions of the Companies Act, 1956 and the rules made there
 under. We have been informed by the management that there has been no
 order passed by the Company law Board or National Company Law Tribunal
 or Reserve Bank of India or any Court or any other Tribunal on the
 Company with respect to compliance of the provisions of section 58A or
 58AA or any other provisions of the Companies Act 1956.
 
 (vii) On the basis of internal audit reports broadly reviewed by us, we
 are of the opinion that, the coverage of internal audit functions
 carried out by an Internal Audit Department of the Company is adequate
 and commensurate with the size of the Company and nature of its
 business.
 
 (viii) We have been informed by the management that, the Central
 Government has not prescribed the method of maintenance of cost records
 u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which
 the Company pertains.
 
 (ix) (a) We have been informed by the management that, the Company is
 generally regular in depositing all undisputed statutory dues, with the
 appropriate authorities and there have been no material arrears of
 outstanding dues as at the last day of this financial year for more
 than six months from the date they became payable except the
 Maharashtra State profession tax of Company and Advance income Tax that
 have not been paid by the Company.
 
 (b) In our opinion and according to the information and explanation
 given to us, there are no dues of Income tax, Sales tax, Wealth Tax,
 Service tax, Custom Duty, Excise Duty or Cess, as applicable to it
 which have not been deposited on account of any dispute except in case
 of Income-tax penalty for Assessment Year 2005-06 amounting to RS.
 1,909,295. The Company has disputed this levy, and -he matter is
 pending before Commissioner of Income-tax (Appeal).
 
 (x) There are no accumulated losses at the end of the financial year.
 Also, the Company has not reported any cash losses during the year or
 immediately preceding financial year.
 
 (xi) As informed to us by the management, the Company has not defaulted
 in repayment of any dues to financial institution or banks; whereas
 there are no debenture holders
 
 (xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities;
 accordingly, there is no necessity as to maintaining documents and
 records in this respect.
 
 (xiii) The provisions of any special statute in respect of chit fund,
 nidhi, mutual benefit funds or societies are not applicable to the
 Company.
 
 (xiv) The Company has not dealt or traded in shares, securities,
 debentures and other investments; hence maintenance of reeo.ds for the
 same does not arise.
 
 (xv) The management has informed us that, the Company has not given any
 guarantee for loans taken by others from any bank or financial
 institutions.
 
 (xvi) As per the explanation given by the management, the term loans
 were applied for the purposes for which they were obtained.
 
 (xvii) As explained to us by the management, there were no funds that
 were raised on a short-term basis, which have been applied for
 long-term investment.
 
 (xviii) 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.
 
 (xix) The Company has not issued any debentures; hence no security or
 charges have been created in respect of the same.
 
 (xx) The Company has not made any public issues of shares during the
 year; hence disclosure requirement as to end utilization of public
 issue money is not required
 
 (xxi) As informed by the management, there has not been noticed or
 reported any fraud on or by the Company during the year.
 
                                              FOR SHAH, SHAH & SHAH 
 
                                              CHARTERED ACCOUNTANTS
 
                                                        (Mehul Shah) 
 
                                                            PARTNER
 
                                                      M. No. 049361
 
                                                       FRN: 116457W
 
 Mumbai:
 
 May 29, 2012