Poly Medicure

1) We have audited the attached Balance Sheet of Poly Medicure Limited,
 as at March 31, 2008, the 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 Companys
 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 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 for our opinion.
 
 3) As required by the Companies (Auditors 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) 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 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 representations received from the
 directors, as on March 31,2008 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2008 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 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2008,
 
 ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 iii) In the case of the Cash Row Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 i)
 
 a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b) A major portion of the fixed assets has been physically verified by
 the management during the year pursuant to a programme for physical
 verification of fixed assets, which in our opinion, is reasonable
 having regard to the size of the Company and the nature of its assets.
 According to the information and explanations given to us, no material
 discrepancies were noticed on such verification.
 
 c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern status of the Company.
 
 ii)
 
 a) The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 b) The procedures of physical verification of inventories 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. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material and the same have been properly
 dealt with in the books of account.
 
 iii) According to the information and explanations given to us, the
 Company has neither granted nor taken any loans, secured or unsecured,
 to/from companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 iv) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services.  During the course of our
 audit, we have neither observed nor have been informed of any
 continuing failure to correct major weaknesses in internal control
 system in respect of these areas.
 
 v)
 
 a) In our opinion, and according to the information and explanations
 given to us, the contracts or arrangements referred to in Section 301
 of the Act that need to be entered into the register required to be
 maintained under that Section have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, having regard to the representation made by the management
 and relied upon by us that certain items of raw materials purchased are
 of special quality for which suitable alternative sources do not exist
 for obtaining comparative quotations, 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 lacs in respect of any party during the year
 have been made at prices which are reasonable with regard to the
 prevailing market prices at the relevant time.
 
 vi) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public within the meaning
 of Sections 58A.  58AA and other relevant provisions of the Companies
 Act, 1956 and the rules framed there under.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under clause (d) of sub-section (1) of Section 209 of the Companies
 Act, 1956 in respect of items manufactured by the Company.
 
 ix)
 
 a) According to the information and explanations given to us, the
 Company is generally regular in depositing with the appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales-tax, wealth tax, service tax, custom duty, excise
 duty cess and any other statutory dues applicable to it and there are
 no undisputed amounts payable in respect of these dues which have
 remained outstanding as at March 31, 2008 for a period of more than six
 months from the date they became payable.  According to the records of
 the Company, the disputed statutory dues on account of provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales-tax, wealth tax, service tax, custom duty, excise
 duty, cess outstanding on account of any dispute, are as follows :
 
 Name of the          Nature of             Amount
 statute              dues                  (net of
                                            amounts
                                            deposited)
 
 Income tax           Income tax            548,952/-
                      Demand        
 
 Income tax           Income tax            688,772/-
                      Demand
 
 Income tax           Income tax             94.326/-
                      Demand
 
 Customs              Custom Duty           120.354/-
 Tariff Act           Demand
 
 
 
                      total               1,452.404/-
 
 Period to       Forum where   
 which the       dispute is          
 amount          pending             
 relates     
 
 f.y. 2002-03    ITAT, New
                 Delhi
 
 F.Y. 2003-04    CIT(A)77 New
                 Delhi
 
 F.Y. 2007-057   CIT(A)  New
                 Delhi
 
 F.Y. 2004-05    Commissioner
                 of Customs,
                 New Delhi
 
 x) The Company does not have any accumulated losses at the end of the
 financial year. The Company has not incurred cash losses in the
 financial year covered by our audit and in the immediately preceding
 financial year.
 
 xi) In our opinion and according to the information and explanations
 given to us, we are of the opinion that the Company has not defaulted
 in repayment of dues to a financial institution or bank.  The Company
 has not issued any debentures and hence there are no debenture holders
 in the Company.
 
 xii) In our opinion and according to the information and explanations
 given to us, 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 (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, the provisions of clause 4 (xiv) of the
 Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 xvi) In our opinion, and according to the information and explanations
 given to us, 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.
 
 xviii)The Company has made preferential allotment of shares to the
 promoters on conversion of share warrants issued in previous year. In
 our opinion, the price at which shares have been issued is not
 prejudicial to the interest of the Company.
 
 xix) The Company has not issued any debentures during the year.
 
 xx) The Company has not raised money by public issue of shares.
 
 xxi) 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
 has been noticed or reported during the course of our audit.
 
 
                                  For CHATURVEDI & CO.
                                  Chartered Accountants
 
 New Delhi                        D R BAID
 May 20, 2008                     Partner
                                  Membership No.10517