We have audited the attached Balance sheet of M/s. Datt Mediproducts
 Ltd as on 31st March, 2003 and the Profit and Loss Account for the year
 ended on that date annexed thereto. These financial statements are the
 responsibility of the 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.
 
 We report that:
 
 1. As required by the manufacturing and other Companies (Auditors
 Report) Order, 1988 issued by the Company Law Board 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 on the basis of such checks of the books and records as were
 considered appropriate and according to the information and explanation
 given to us in the course of the audit.
 
 2 Further to our comments in the annexure referred to in Paragraph 1
 above, we state 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 account as required by law have been
 kept by the Company so far as appears from our examination of such
 books;
 
 C) The Balance Sheets and Profit and Loss Account referred to in this
 report are in agreement with the Books of Accounts;
 
 d) In our opinion, the attached Balance Sheet and Profit and Loss
 Account comply with the Accounting Standards except Accounting Standard
 22 regarding accounting for Taxes on Income (refer point no.5 of Notes
 on accounts in Schedule 15) referred to in Section 211 (3C) of the
 Companies Act, 1956;
 
 e) In our opinion, and based on information and explanations given to
 us, none of the Directors are disqualified as on 31.03.2003 from being
 appointed as directors 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 Balance Sheet and Profit and
 Loss Account read with the notes thereon give the information required
 by the Companies Act, 1956 in the manner so required and give a true
 and fair view:
 
 (i) So far as it relates to the Balance sheet, of the state of affairs
 of the Company as at 31* March, 2003 and,
 
 (ii) So far as it relates to the Profit and Loss Account, of the Profit
 of the Company for the year ended on that date.
 
                                                 For K.L. CHATRATH & CO.
                                                   Chartered Accountants
                                                   BRIJ CHATRATH PARTNER
 
 New Delhi Camp, the 6th August 2003
 
 ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT
 OF EVEN DATE TO THE MEMBERS OF DATT MEDIPRODUCTS LIMITED
 
 1 .The Company has maintained proper records showing full particulars
 including quantitative details and situation of Fixed Assets on the
 basis of information available. According to the information and
 explanations given to us the fixed assets have been physically verified
 by the management during the year in a phased periodical manner which
 in our opinion is reasonable having regard to the size of the Company
 and nature of the assets. No material discrepancies were noticed on
 such verification.
 
 2. None of the fixed assets have been revalued during the year.
 
 3. As explained to us, the stock of stores, spares parts, raw
 materials, and finished goods have been physically verified by the
 management at reasonable intervals during the year. In our opinion,
 the frequency of such verification is reasonable having regard to the
 size of the Company and the nature of its business.
 
 4. In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of stocks followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 5. As explained to us, there were no material discrepancies noticed on
 physical verification of the stocks of raw materials, stores and spares
 and finished goods having regard to the size of the operations of the
 Company
 
 6. The valuation of stocks is fair and proper and is in accordance
 with the normally accepted accounting principles.
 
 7. The Company has taken Unsecured Loans from Companies, Firms or
 other parties listed in the Register maintained under Section 301 of
 the Companies Act. 1956. The terms and conditions of such loans are,
 prima-facie, not prejudicial to the interest of the Company.
 
 8. The Company has not granted any loans, secured or unsecured, to
 Companies, firms or other parties listed in the register maintained
 under Section 301 and/or to the Companies under the same management as
 defined under sub-section (18) of Section 370 of the Companies Act,
 1956.
 
 9. 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 for the purchase of stores, raw materials including
 components, plant and machinery, equipment and other assets and for the
 sale of goods.
 
 10. In our opinion and according to the information and explanations
 given to us, there are no transactions of purchases of goods and
 materials and sale of goods, materials and services, made in pursuance
 of contracts or arrangements entered in the register maintained under
 Section 301 of the Companies Act, 1956 and aggregating during the year
 to Rs. 50,000/- (Rupees fifty thousand only) or more in respect of each
 party.
 
 11. According to the information and explanations given to us, the
 Company has a regular procedure for the determination of unserviceable
 or damaged stores, raw materials and finished goods. Adequate
 provisions have been made in the accounts for the loss arising on the
 items so determined.
 
 12 The Company has not accepted any deposits from the public.
 
 13. In our opinion, reasonable records have been maintained by the
 Company for the sale and disposal of realizable byproducts and scrap
 wherever significant.
 
 14. In our opinion, the internal audit system of the Company is
 commensurate with its size and the nature of its business.
 
 15. The Central Government has not prescribed maintenance of Cost
 Records under Section 209 (1)(d) of the Companies Act, 1956.
 
 16. Provident Fund dues and Employees State Insurance dues have not
 generally been regularly deposited with the appropriate authorities
 though the delays in the deposit have not been serious.
 
 17. According to the information and explanation given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Customs Duty and Excise Duty were outstanding as on 31* March,
 2003 for a period of more than six months from the date they becoming
 payable.
 
 18. According to the information and explanation given to us and on the
 basis of records examined by us, no personal expenses of employees or
 Directors have been charged to Revenue Account other than those payable
 under contractual obligation or in accordance with generally accepted
 business practice.
 
 19. The Company is not a sick industrial company within the meaning of
 Clause (o) of Sub-Section (1) of Section 3 of Sick Industrial Companies
 (Special Provisions) Act, 1985.
 
                                                 For K.L. CHATRATH & CO.
                                                   Chartered Accountants
                                                   BRIJ CHATRATH PARTNER
 New Delhi Camp, the 6th August 2003