1. We have audited the attached Balance Sheet of INVICTA MEDITEK
 LIMITED as at 31ST March 2011 and also the Profit and Loss Account and
 Cash Flow Statement for the year ended on that date annexed thereto
 which we have signed under reference to this report. 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 misstatements. 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. Attention is invited to the following:
 
 We draw attention to Note No. B 2 of Schedule – 9 in the financial
 statements.  Pursuant to the sale agreement, all the assets were
 transferred to TTK Healthcare Ltd
 
 4. As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 1956 and on the basis of such checks
 of the books and records of the company as we considered appropriate
 and according to the information and explanations given to us, we give
 in the Annexure, a statement on the matters specified in paragraphs 4
 and 5 of the said order.
 
 5. Further to our comments in the Annexure referred to in paragraph 3
 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 purpose of our
 audit.
 
 (b) In our opinion, the company has kept proper books of accounts as
 required by law, so far as appears from our examination of those books.
 
 (c) The Balance Sheet and Profit & Loss Account dealt with by this
 report are in agreement with the books of account.
 
 (d) In our opinion, the Balance Sheet and Profit & 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 to the extent applicable.
 
 (e) On the basis of written representations received from the
 Directors, we report that none of the Directors is disqualified as on
 31st March 2010 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 (f) The company has not levied or collected any cess for the purpose of
 rehabilitation or revival or protection of assets of the sick
 industrial companies on its annual turnover and has not paid to the
 credit of the central government the said levy as required u/s 441A of
 the companies Act as the same has not been notified by the central
 government.
 
 (g) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with notes thereon and attached thereto 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 balance sheet, of the state of affairs of the company
 as at 31st March 2011;
 
 ii) In the case of the Profit & Loss Account, of the LOSS for the year
 ended on that date;
 
 iii) In the case of Cash Flow Statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT ON THE
 ACCOUNTS OF INVICTA MEDI TEK LIMITED FOR THE YEAR ENDING 31st March
 2011
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Central Government of India in terms of section 227 (4-A) of the
 Companies Act, 1956, we report that:
 
 (i) The company does not hold any Fixed Assets as it was sold fully in
 the year 2009 - 2010. So this clause does not apply to the Company.
 
 (ii) The Company does not hold any inventory .  The Inventory has been
 sold out in the previous years and there were no operations during the
 current year.
 
 (iii) The Company has not taken interest free loan from the parties
 covered in the register maintained under Section 301 of the Companies
 Act.
 
 (iv) 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 nature of its business
 with regard to purchase of inventory and fixed assets and with regard
 to the sale of goods. During the course of audit, no major weakness has
 been noticed in the internal control.
 
 (v) (a) In our opinion and according to the information and explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements, if any, that needed to be entered into in the register
 maintained under section 301 of the Companies Act, 1956 have been so
 entered.
 
 (b) In our opinion and explanation given to us, the transactions made
 in pursuance of contracts or arrangements entered in the register
 maintained u/s 301 of the Companies Act, 1956 have been made at prices
 which are reasonable having regard to prevailing market prices at the
 relevant time where such market prices are available.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public and
 therefore, the provisions of Section 58A and 58AA of the Companies Act,
 1956 and Rules there under are not applicable to the Company.
 
 (vii) The Central Government has not prescribed maintenance of Cost
 records under Section 209 (1) (d) of the Companies Act, 1956.
 
 (viii) According to the information and explanations given to us, the
 company was regular in depositing dues in respect of Employees
 Provident Fund, Employees State Insurance Fund, Income Tax , Wealth
 Tax, Investor Education and Protection Fund, Value Added Tax, Customs
 Duty with the appropriate authority during the year.
 
 (ix) The Company has accumulated losses more than 50% of its net worth
 and has incurred cash losses during the year and the preceding year.
 
 (x) According to the records produced, the Company has not defaulted in
 repayments of its dues to any financial institutions, banks during the
 year.
 
 (xi) In our opinion and according to information and explanation given
 to us, no loans and advances have been granted by the company on the
 basis of security by way of pledge of shares, debentures and other
 security.
 
 (xii) The Provision of any Special Statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund/Societies is not applicable to the
 Company.
 
 (xiii) The company is not a dealer in shares, securities, debentures
 and other investments.
 
 (xiv) As per the information and explanation given to us by the
 management, the company has not given any guarantee for loans taken by
 others from banks or Financial Institutions.
 
 (xv) The company has not taken any loans from the banks , hence this
 clause is not applicable.
 
 (xvi) On the basis of review of utilization of funds on an overall
 basis, in our opinion, the funds raised on short term basis have not
 been used for long term investments or vice versa during the year.
 
 (xvii) The company has not made any preferential allotment of shares to
 parties and companies covered under register maintained under Section
 301 of the Companies Act, 1956, during the year.
 
 (xviii) No debentures have been issued during the year.
 
 (xix) The Company has not raised money by way of public issues during
 the year and hence the question of disclosure and verification of end
 use of such money does not arise.
 
 (xx) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 For P.B. VIJAYARAGHAVAN & CO.,
 Chartered Accountants
 Firm Reg. No. 004721S
 
 -Sd-
 P.B. SRINIVASAN
 PARTNER
 Membership No. 203774
 
 Date : - 05.09.2011
 Place: - Chennai