1.  We have audited the attached Balance Sheet of Siemens Healthcare
 Diagnostics Limited (the Company) as at September 30, 2010 and also
 the Profit and Loss account and the cash flow state- ment 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 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
 presen- tation. 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:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowl- edge and belief were necessary for the pur- poses of
 our audit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Com- pany so far as 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 account- ing
 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 September 30, 2010, and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as
 on September 30, 2010 from being appointed as a director in terms of
 clause (g) of sub-section (1) of section 274 of the Companies Act,
 1956.
 
 vi. As explained in schedule 20 (i) to the financial statement, the
 companys application to the Ministry of Corporate Affairs (MCA),
 Govern- ment of India for approval of managerial remuneration ofRs
 43,774 thousands paid to the Ex- Managing Director during the year
 ended September 30, 2008 in excess of the amount earlier approved by
 the Central Gov- ernment under the Companies Act, 1956, has been
 rejected during the year, with further in- struction to recover the
 excess remuneration so paid. As explained by the management, the
 Company has written to the MCA for reconsid- ering its application and
 also initiated neces- sary action in this regard to comply with the
 order, however, pending recovery of the amount, no adjustments to the
 accompanying financial statement are made.
 
 Our audit report on the financial statements for the year ended
 September 30, 2009 was also qualified in respect of the matter stated
 above.
 
 vii. In our opinion and to the best of our infor- mation and according
 to the explanations given to us, subject to the effect of the matter
 included in the paragraph 4(vi) above, the effect of which is currently
 not ascertainable, 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 prin- ciples generally
 accepted in India;
 
 a.  in the case of the balance sheet, of the state of affairs of the
 Company as at September 30, 2010;
 
 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: Siemens Healthcare Diagnostic 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 regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, the periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. In accordance with the policy,
 the Company has physically verified certain fixed assets during the
 year and we are informed that no material discrepan- cies 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 carried
 out at the end of the year.
 
 (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,
 accord- ingly provision of clause (iii)b to (iii)d are not applicable
 to the Company.
 
 (b) As informed, the Company has not taken any loans, secured or
 unsecured from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956,
 accord- ingly provision of clause (iii)f & (iii)g are not applicable to
 the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 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 explana- tions provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrange- ments exceeding value of Rupees five lakhs entered into during
 the financial year, because of the unique and specialized nature of the
 items involved and absence of any comparable prices, we are unable to
 comment whether the transactions were made at prevailing market prices
 at the relevant time.
 
 (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 of the Company.
 
 (ix) (a) Undisputed statutory dues including investor education and
 protection fund, employees state insurance, income-tax, wealth-tax,
 service tax, customs duty, excise duty, cess have generally been
 regularly deposited with the appropriate authorities though there has
 been slight delays in few cases of professional tax and Sales-tax.
 
 (b) According to the information and explana- tions given to us, no
 undisputed amounts payable in respect of provident fund, inves- tor
 education and protection fund, employ- ees state insurance,
 income-tax, wealth- tax, service tax, sales-tax, customs duty, excise
 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.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, service tax, customs duty, excise duty on account of any
 dispute, are as follows:
 
 Name of the               Nature of the Dues         Amount
 Statute                                              under
                                                    dispute not
                                                    desposited
                                                    (Rs. in 000)
 
 The Income        Additional Income tax liability      1,508
 Tax Act, 1961     due to various disallowance
 
 Import Export     Penalty for non-fulfillment            500
 (Control) Act, 
 1947              of export obligation
 
 The Customs       Interest on differential               206
 Act, 1962         Custom Duty
 
 Chapter V of The  Service tax on                       2,192
 Finance Act, 1994 Service Contracts
 The Central 
 Excise            Differential Excise Duty
 
 Act, 1944        (Including penalty) in respect       22,540
                   of classification matter
 
 
 Name of the            Period to which        Forum where
 Statue                   the amount            dispute is
                          relates                 pending
 
 The Income
 Tax Act, 1961          Assessment year     Income Tax Appellate
                        2005-2006           Tribunal for AY 2005-06
 
 Import Export
 (Control) Act, 1947    December 1977       The High court of
                        to December 1982    Gujarat, Ahmedabad
 
 The Customs
 Act, 1962              September 2003      Assistant/ Deputy
                        to February 2004    Commissioner of Customs
 
 Chapter V of The
 Finance Act, 1994
 The Central Excise
 Act, 1944              January 2001 to     Commissioner of Central
                        June 2003           Excise and Customs
                        March 1988 to       The Customs, Excise and
                        October 1992        Services Tax Appellate
                                            tribunal
 
 There are no dues outstanding of sales tax, wealth tax and cess on
 account of any dispute.
 
 (x) The Company 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) According to the information and explanations given to us, the
 company did not have any outstanding dues to any financial institution,
 banks and the Company did not have any borrow- ing by way of
 debentures.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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 (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 (Auditors Report) Order,
 2003 (as amended) 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) The Company did not have any term loans outstanding during the
 year.
 
 (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 the Company has used funds raised on short-term basis for
 long-term investment. The company has used funds raised on short term
 basis by way of Inter-corporate deposit ofRs. 163,002 thousands to
 finance fixed assets and core working capital.
 
 (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 did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through public issues during
 the year.
 
 (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 informa- tion 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 No.: 301003E
                                            Chartered Accountants
 
                                                  per Ravi Bansal
 
 Place: Mumbai                                            Partner
 
 Date: November 29, 2010                    Membership No.: 49365