We have audited the attached Balance Sheet of Floatglass India Limited
 as at 31st March, 2002 and also the Profit and Loss Account 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 a 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 the 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 Manufacturing and Other Companies (Auditors' Report)
 Order, 1988 issued by the Central Government in terms of section 227
 (4A) of the Companies Act, 1956, we give 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 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 the
 books;
 
 (c) the Balance Sheet and the 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 the Profit and Loss Account
 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, 2002 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2002 from being appointed as a director in terms 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 with significant
 accounting policies and 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 31st March, 2002 and
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date.
 
 Annexure
 
 Re: Floatglass India Limited Referred to in Paragraph- I of our report
 of even date
 
 1. The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets. All the
 fixed assets have not been physically verified by the management during
 the year. We are informed that no material discrepancies were noticed
 on such verification.
 
 2. None of the fixed assets has been revalued during the year.
 
 3. The stocks of finished goods, stores, spare parts and raw materials
 have been physically verified by the management during the year. In our
 opinion, the frequency of verification is reasonable.
 
 4. 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. The discrepancies noticed on verification between the physical
 stocks and the book records have been properly dealt with in the books
 of account.
 
 6. On the basis of our examination of stock records, we are of the
 opinion that the valuation of stocks is fair and proper in accordance
 with the normally accepted accounting principles and is on the same
 basis as in the preceding year.
 
 7. In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from companies, firms and other parties
 listed in the register maintained under section 301 of the Companies
 Act, 1956 and from a company under the same management within the
 meaning of section 370(1 B) of the Companies Act, 1956 are not prima
 facie 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 of
 the Companies Act, 1956 or to companies under the same management
 within the meaning of section 370(1 B) of the Companies Act, 1956.
 
 9. The employees to whom loans have been given by the Company are
 regular in repayment of principal amounts as stipulated and are also
 regular in payment of interest, where applicable.
 
 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
 business for the purchase of stores, raw materials including
 components, plant and machinery, equipment and other assets and for the
 sale of goods.
 
 11. In our opinion and according to the information and explanations
 given to us, the transactions of purchase 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 or
 more in respect of each party have been made at prices which are
 reasonable having regard to the prevailing market prices for such
 goods, materials or services or the prices for which transactions for
 similar goods, materials or services have been made with the other
 parties.
 
 12. The Company has a regular procedure for the determination of
 unserviceable or damaged stores, raw materials and finished goods.
 Adequate provision has been made in the accounts for the loss arising
 on the items so determined.
 
 13. The Company has not accepted any deposit from the public within the
 meaning of Section 58A of the Companies Act, 1956 and the rules framed
 thereunder.
 
 14. In our opinion, reasonable records have been maintained by the
 Company for the sale and disposal of realizable scrap. The Company does
 not generate any by-products.
 
 15. In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.  16. The
 maintenance of cost records has not been prescribed by the Central
 Government under Section 209(1 )(d) of the Companies Act, 1956.
 
 17. According to the records of the Company, Provident Fund dues have
 been regularly deposited during the year with the appropriate
 authority. We are informed that the provisions of Employees State
 Insurance Act, 1948 are not applicable to the Company.
 
 18. According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Customs Duty and Excise Duty were outstanding as at 3l~~ March,
 2002 for a period of more than six months from the date they became
 payable.
 
 19. According to the information and explanations given to us, no
 personal expenses of employees or directors have been charged to
 revenue account, other than those payable under contractual obligations
 or in accordance with generally accepted business practice.
 
 20. The Company is not a sick industrial company within the meaning of
 section 3(1)(o) of the Sick Industrial Companies (Special Provisions)
 Act, 1985.
 
 21. In respect of the trading activities of the Company, we are
 informed that there were no damaged goods.
 
                                       For Deloitte Haskins & Sells
                                           Chartered Accountants
 
                                                A. Siddharth
                                                   Partner
 
 Mumbai
 Dated: July 29, 2002.