1. We have audited the attached Balance Sheet of Span Diagnostics
 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 whetherthe
 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 by the Companies (Auditor''s Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of ''The Companies Act, 1956'' of India (the Act'') 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.
 
 4. Further to our comments in the paragraph 3 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 appears from our examination of
 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 to the Auditors'' Report
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of
 Span Diagnostics Limited on the financial statements for the year ended
 March 31st 2011]
 
 (i)
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of
 fixed assets.
 
 (b) According to information and explanation given to us, the Company
 has formulated a regular program of verification by which all the
 assets of the Company shall be verified in a phased manner, which in
 our opinion, is reasonable having regard to the size of the Company and
 nature of its assets. As informed, no material discrepancies were
 noticed on such verification.
 
 (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 (excluding stocks with third parties) has been
 physically verified by the management during the year. In
 respect of inventory lying with third parties, these have substantially
 been confirmed by them. In our opinion, the frequency of verification
 is reasonable.
 
 (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. Hence,
 requirement of clauses 4(iii)(b), (c) and (d) of the Companies
 (Auditor''s Report) Order 2003 are not applicable.
 
 (b) The Company had taken loan from one company covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year was Rs.2.00 lacs and the year-end
 balance of loan taken from such party was Nil. The Company has also
 taken unsecured loan from four directors covered in register maintained
 under section 301 of the Companies Act, 1956. The maximum amount
 outstanding at any time during the year was Rs.30.35 lacs and year end
 balance was Rs.30.35 lacs.
 
 (c) In our opinion, the rate of interest and other terms and conditions
 for such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (d) According to information and explanation given to us, in respect of
 the aforesaid loans, the Company is regular in repaying the principal
 amounts as stipulated and has been regular in payment of interest.
 
 (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 purchase of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct any major
 weaknesses in the aforesaid internal control system of the Company.
 
 (v)
 
 (a) According to the information and explanations given to us, we are
 of the opinion that the particulars of contracts or arrangements
 referred to in section 301 of the Companies Act, 1956 that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the re\evant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. According to the information
 and explanations given to us, no Order has been passed by the Company
 Law Board or National Company Law Tribunal or Reserve Bank of India or
 any Court or any otherTribunal on the Company in respect of the
 aforesaid deposits.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii)We have been informed by the management that maintenance of cost
 record has not been prescribed by the Central Government under section
 209(1 )(d) of the Companies Act, 1956 in respect of products
 manufactured by the Company.
 
 (ix)
 
 (a) According to the information and explanation given to us and on the
 basis of records as verified by us, 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, excise duty, cess and other material statutory dues
 applicable to it.
 
 Further, since the Central Governent has till date not prescribed the
 amount of cess payable under section 441A 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, 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 information and explanations given to us, as at
 March 31, 2011, there have been no disputed dues which have not been
 deposited with respective authorities in respect of Income tax, Wealth
 tax, Excise duty, Service tax and cess except for disputed dues of
 sales tax as given below:
 
              FY to which the   Forum where dispute       Amount 
              matter pertains   dispute pending          (Rs in Lacs)
 
 Sales Tax       1990-91        Commissioner Appeals           1.12
 
 Sales Tax       1998-99             Tribunal                  4.89
 
 (x) The Company does not have any accumulated losses as at March 31,
 2011 and it has not incurred cash losses during the financial year
 ended March 31,2011 and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 financial institutions and banks.
 
 (xii) According to information and explanation given to us, we are of
 the opinion that the Company has not granted any loans and advances on
 the basis of security by way of pledge of shares, debentures or 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) 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) To the best of our knowledge and belief and according to
 information and explanation given to us, term Loans obtained by the
 Company were prima facie applied by the Company during the year for the
 purpose for which loans were obtained.
 
 (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)According to the information and explanations given to us, the
 Company has made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act. In our opinion, the price at which shares have been issued is not
 prejudicial to the interest of the Company.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) As informed to us, the Company has not raised money by way of
 public issues during the year.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                                 For Haribhakti & Co.
                                                Chartered Accountants
                                                       FRN NO.103523W
 
                                                         Chetan Desai
                                                              Partner
                                                  Membership No.17000
 
 Place : Surat
 Date  : 20th May, 2011