1.  We have audited the attached Balance Sheet of NOIDA MEDICARE CENTRE
 LIMITED , as at 31 st March 2011, the related Profit and Loss Account
 and also 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 the 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(s). 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 by the Companies ( Auditors Report)( Amended ) Order 2004]
 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.  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
 those books;
 
 c.  The Company''s balance sheet, profit and loss account and cash
 flow statement dealt with by this report are in agreement with the
 books of account;
 
 d.  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;
 
 e.  On the basis of written representation received from the directors,
 as on 31st March 2011 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31 st March
 2011 from being appointed as a director 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 financial statements together
 with
 
 the notes thereon and attached thereto give in the prescribed manner
 the information required by the Companies Act, 1956, 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 31 st March 2011;
 
 ii.  in the case of the Profit and Loss Account, of the PROFIT of the
 Company for the year ended on that date; and
 
 iii. in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to Auditors'' Report
 
 Re: NOIDA MEDICARE CENTRE LIMITED
 
 Referred to in paragraph 3 of our report of even date,
 
 (i) (a) The Company is maintaining proper records showing particulars
 including quantitative details and situation of fixed assets.
 
 (b) The Fixed Assets of the company have been physically verified by
 the management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventories followed by the management are reasonable in relation to
 the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of inventory records, in our
 opinion, the company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material and is properly dealt with the books
 of accounts.
 
 (iii) In respect of loans, secured or unsecured, granted or taken by
 the Company to/from companies, firm or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956
 according to the information and explanations given to us :
 
 a.  The Company has not granted any loan to the parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly, the provisions of clause 4(a-d) of the Companies (Auditors
 Report) order, 2003 are not applicable to the company.
 
 b.  The Company has taken unsecured loans from two other parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956, during the year. In respect of the said loan, the maximum
 amount outstanding at any time during the year was Rs.84,00,000/- and
 the year-end balance is Rs. Nil /.
 
 c.  In our opinion and according to the informations and explanations
 given to us, the above said loans is unsecured loans and other terms
 and conditions on which loans has been taken are not prima facie
 prejudicial to the interest of the Company.
 
 d.  The rate of interest and other terms and conditions of unsecured
 loans taken by the Company are prima facie not prejudicial to the
 interest of the Company.
 
 e.  In respect of the aforesaid loans, the Company is regular in
 repaying the principal amounts as stipulated and is also regular in
 payment of interest.
 
 (iv) In our opinion and according to 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 with regard
 to purchases of inventory, fixed assets and sale of goods.  Further, on
 the basis of our examination of the books and records of the Company
 and according to the information and explanations given to us, we have
 neither come across nor have been informed of any major weakness in the
 aforesaid internal control procedures.
 
 (v) (a) According to the information and explanation give to us, we are
 of the opinion that the transactions that need to be entered into the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs
 have been made at the prices which are reasonable with regard to the
 prevailing market prices at relevant times.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits within the
 meaning of section 58A, 58AA and other relevant provisions of the
 Companies Act, 1956 and relevant rules framed thereunder.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of subsection (1) of
 Section 209 of the Companies Act, 1956.
 
 (ix) (a) The company is regular in depositing with appropriate
 authorities undisputed statutory dues including income tax, sales tax,
 custom duty, provident fund , Service Tax and other material statutory
 dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, Service tax, excise duty and cess were in arrears, as at 31 st
 March 2011 for a period of more than six months from the date they
 became payable.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and in the immediately preceding financial
 year.
 
 (xi) The Company has not defaulted with the financial institutions,
 banks during the year.
 
 (xii) The Company has not 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 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 are not applicable to the Company.
 
 (xv) In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from Banks or Financial Institutions during the year.
 
 (xvi) In our opinion, the term loans have been applied for the purposes
 for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an 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 by the company.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 section 301 of the Act during the year.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company, which is material in amount and nature has
 been noticed or reported by the management during the course of our
 audit.
 
                     For N. K. DUGGAL & CO.
                     Chartered Accountants
                     Regn. No.004809N
 
 
                                          N.K DUGGAL Prop.
 
 
                                                Membership. No.: 083661
 
 Place : New Delhi
 Date : 02.09.2011