We have audited the attached Balance Sheet of Dharmadeep Powerdive
 Industries Limited as at 30th June 2001 and the annexed Profit & Loss
 Account of the Company for the year ended on that date.
 
 We report as under :
 
 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 (hereinafter referred to as the
 Act), we enclose in the Annexture 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 in paragraph
 (1) above :
 
 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 said Balance Sheet and the Profit and Loss Account are in
 agreement with the books of account.
 
 d.  In our, opinion, the Profit and 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.  In our opinion and to the best of our 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;
 
 I.  In the case of the Balance Sheet, of the state of the Companys
 affairs as at 30th June 2001 : and
 
 II.  In the case of the Profit and Loss Account, of the Loss of the
 company 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 proper records showing full particulars,
 including quantitative details and situation of fixed axxets. According
 to the information and explanations given to us, the fixed assets have
 been physically verified by the management in accordance with a phased
 programme, which in our opinion is considered reasonable having regards
 to the size of the company & the nature of its assets. During the year
 no materials discrepancies were noticed on such verification.
 
 2.  The fixed assets have not been revalued during the year.
 
 3.  .As explained to us, stock of finished goods, stores, spare parts
 and raw materials have been physically verified by the management at
 reasonable intervals during the year.
 
 4.  The procedures of physical verification of stocks followed by the
 management are, in our opinion Reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 5.  The discrepancies noticed on physical verification of stocks as
 compared to book records were not material.
 
 6.  In our opinion, the valuation of stocks is fair and proper in
 accordance with normally accepted Accounting Principles and the basis
 of valuation of stocks is the same as in the previous year.
 
 7.  The company has not taken any loans, secured or unsecured from
 Companies, firms or other parties under section 301 of the Companies
 Act, 1956. As explained, there are no companies under the same
 management as defined under sub-section (IB) of section 370 of the
 companies Act, 1956.
 
 8.  The discrepancies noticed on physical verification of stocks as
 compared to books, records are not material.
 
 9.  In our opinion, the valuation of stocks is fair and proper in
 accordance with normally accepted accounting principles and the basis
 of valuation of stocks is the same as in the previous year.
 
 10.  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 bussiness for the
 purchase of stores, raw materials plant and machinery, equipment and
 other assets and for the sale of goods.
 
 11.  There are no transactions of purchase of goods, 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/-
 or more during the year in respect of each party.
 
 12.  According to the information and explanations given to us, the
 Company has a regular procedure for the determination of unserviceable
 or damage stores, raw materials and finished goods. As explained to us
 by the Company, no material unserviceable or damaged stores, raw
 materials or finished goods were found during the year.
 
 13.  The Company has not accepted any deposits from the public during
 the year.
 
 14.  According to the information and explanations given to us, the
 Company dose not generate any by-product. Reasonable records are
 maintained for sale and disposal of realizable scrap.
 
 15.  The company has an internal audit system commensurate with the
 size of the company and the Nature of its business.
 
 16.  We are informed that the central government has not prescribed
 maintenance of cost records under Section 209(1) (D) OF THE Act for any
 of the products manufactured by the Company.
 
 17.  According to information and explanations given to us, there are
 no undisputed amounts payable In respect of Income-tax, Wealth tax,
 Customs duty and excise duty that are outstanding as at the date they
 become repayable.
 
 18.  During the course of our examination of the books of account
 carried out in accordance with generally accepted auditing practices,
 we have not come across any personal expenses other than the expenses
 under contractual obligations and/or generally accepted business
 practices.
 
 19.  The Company is not a sick industrial company within the meaning of
 clause (O) of subsection (1) of section 3 of the Sick Industrial
 Companies (Special Provisions) Act, 1985.
 
 20.  Excise Duty liability on manufactured goods is accounted for on
 removal of the goods from the place of manufacture for Sale.
 
 Hosur, November 26, 2001.              For G. Shantharam & Associates
                                                 Chartered Accountants
 
                                                       (G. Shantharam)
                                                            Proprietor