1.  We have audited the attached Balance Sheet of Fortis Healthcare
 (India) Limited (formerly Fortis Healthcare Limited) (''the Company'') as
 at March 31, 2011 and also the Profit and Loss account and the Cash
 Flow Statement 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.
 
 2.  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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) 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.
 
 4.  Without qualifying our opinion, we draw attention to the note no 20
 of schedule 24 of financial statements regarding non-provision of
 proportionate premium on redemption of US Dollar 100,000,000 5% Foreign
 Currency Convertible Bonds due 2015 amounting to Rs.244.58 lacs. The
 same has been disclosed as a contingent liability. Management has
 represented that the redemption premium will be offset against the
 securities premium account and accordingly, no provision has been
 considered in the accounts.
 
 5.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i. 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;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi. 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 in conformity with the accounting principles
 generally accepted in India;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 Re: Fortis Healthcare (India) Limited (formerly Fortis Healthcare
 Limited) (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a policy of verifying the fixed assets once in two
 years. Fixed assets have been physically verified by the management
 during the current year. The frequency of physical verification, in our
 opinion, is reasonable having regard to the size of the Company and the
 nature of its assets. As informed, no material discrepancies were
 noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) As informed, 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.
 Accordingly, the provisions of clause 4(iii) (a), (b), (c) and (d) of
 the Companies (Auditors Report), 2003 are not applicable to the
 Company.
 
 (b) The Company had taken loan, in the form of unsecured debentures
 from a company covered in the register maintained under section 301 of
 the Companies Act, 1956.  The maximum amount involved during the year
 was Rs. 26,000 lacs and the year-end balance of loans taken from such
 party was Rs. Nil.
 
 (c) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (d) In respect of loans taken, repayment of the principal amount is as
 stipulated and payment of interest has been regular.
 
 (iv) As per the information and explanations given to us, certain items
 of inventory and fixed assets, due to their unique, specialized or
 proprietary nature, are purchased without inviting comparative
 quotations. Read with the above, in our opinion, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business with regard to purchase of inventory and
 fixed assets and for the sale of goods and services.  During the course
 of our audit, no major weakness has been noticed in the internal
 control system in respect of these areas.  During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the Company.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that there are no contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956. Therefore, the provisions of
 clause 4(v) (a) and (b) of the Companies (Auditor''s Report) Order, 2003
 (as amended) are not applicable to the Company.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products / services of the Company.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, income-tax, sales-tax, wealth- tax, service tax, customs
 duty, cess and other material statutory dues applicable to it. The
 provisions relating to excise duty are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, cess and other
 undisputed statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable. The
 provisions relating to excise duty are not applicable to the Company.
 
 (c) According to the information and explanations given to us, there
 are no dues of income tax, sales-tax, wealth tax, service tax, custom
 duty and cess which have not been deposited on account of any dispute.
 The provisions relating to excise duty are not applicable to the
 Company.
 
 (x) The Company''s has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) Based on our examination of documents and records, we are of the
 opinion that the Company has maintained adequate records where the
 Company has granted loans and advances on the basis of security by way
 of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks or
 financial institutions, the terms and conditions whereof in our opinion
 are not prima-facie prejudicial to the interest of the Company.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 overall examination of the balance sheet of the Company we report that
 no funds raised on short-term basis have been used for long- term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company had unsecured debentures, issued in previous year,
 which were fully redeemed during the year and on which no security or
 charge was required to be created.
 
 (xx) We have verified that the end use of money raised by way of public
 issues is as disclosed in Note 14 of Schedule 24 to the financial
 statement.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 For S.R. Batliboi & Co.
 
 Firm registration number: 301003E
 
 Chartered Accountants
 
 per Pankaj Chadha
 
 Partner
 
 Membership No.: 91813
 
 Place: Gurgaon
 
 Date: May 27, 2011