1. We have audited the attached Balance Shoeet of VAL Plus BIOTECH
 LIMITED, VADODARA as at 31st March, 2004 and the Profit and loss
 Account for the year ended on that date annexed there to. These
 financial statements are the responsibility of the Company managemant.
 Our responsibility is to express an opinion off these financial
 statements based on our audit.
 
 2. We conducted our audit in accordance with the auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable-assurance about whether the
 financial statements are free of material rnisstatement. An audit
 includes examining, on a test basis evidence supporting the amounts and
 disdosures in thetinancial 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 reasonabl basis for
 our opinion.
 
 3. As required by the Companies (Auditors Report) Order, 2003 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 Annexture a
 statement oh the matters specified in paragraphs 4 and 5 of the said
 
 4. Further to our comments in the annexure referred above, we report
 that:
 
 (i) We haveobtained all the information and explanations belief were
 necessary for the purposes of our audit;
 
 (ii) Is-ourdpinion proper books of accounts as required by law have
 been kept by the company so far as it appears from our examinations of
 those books;
 
 (iii) The Balance Sheet and Profit & Loss Account dealt with by this
 Report are in agreement with the books of account;
 
 (iv) In our opinion, the Balance Sheet and Profit and Loss Account
 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 written representations received from the
 Directors, as on March 31, 2004 and taken on record by the Board of
 Directors, We report that none of the Directors is disqualified as on
 March 31, 2004 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 faire view in conformity with the accounting principles
 generally accepted in India:
 
 (a) in the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2004
 
 (b) in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date ended.
 
                                                   For: S. P. Vyas & Co.
                                                   Chartered Accountants
 Place : Vadbdara
 Date : 06/05/2004                                            S. P. Vyas
                                                            (Proprietor)
 
 REPORT OF THE AUDITORS TO THE MEMBERS OF VALPLUS BIOTECH LTD. ON
 ACCOUNTS FOR THE YEAR ENDED ON 31, MARCH 2004.
 
 1. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its Fixed
 Assets.
 
 (b) The company has a system of verification of fixed assets once in a
 period of two years. In our opinion, the frequency of verification of
 fixed assets by management is reasonable having regards to the size of
 the Company and the nature of its fixed assets. Management has carried
 out physical verification of a majority of its fixed assets, during the
 previous year. We are informed that no matefial discrepancies were
 noticed on such verification.
 
 (c) As all the assets of the company except land, building, cold rooms,
 machinery and Vehicle have been disposed off, the company has ceased to
 be a going concern.
 
 2. (a) The Stock of raw materials and components have been physically
 verified by management at reasonable intervals during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedure followed by management for physical
 verification of stocks appears reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) Discrepancies noticed on physical verification of stock as compared
 to the book records were not material and have been properly dealt with
 in the books of account.
 
 3. The Company has not granted/taken any loans, secured or unsecured
 from Companies, firms or other parties listed in the register
 maintained under Section 301 of the Companies Act, 1956, or from
 Companies under the same Management as defined under section 370 (IB)
 of the Companies Act, 1956, the rate of interest and other terms and
 conditions of which are, prima facie, prejudicial to the interests of
 the Company.
 
 4. As the company is inoperative during the year, the question of
 internal control procedure is not applicable.
 
 5. In our opinion and according to the information and explanations
 given to us, there are no transactions of purchase of goods and
 materials and services made in purchase of contracts or arrangements
 entered in the Register maintained Under Section 301 of the Companies
 Act, 1956 and aggregating during the year to Rs. 500000 or more in
 respect of each party.
 
 6. The company has not accepted deposits from the public and
 consequently, the provisions of section 58 A and 58AA of the Companies
 Act, 1956 and the rules framed thereunder are not applicable.
 
 7. The Company has no internal audit system commensurate with the size
 and nature of its business.
 
 8. According to explanation & information given to us except the
 excise duty Rs. 110000 (one Lac Ten Thousand only), there are no
 undisputed amounts payable in respect of income tax, sales tax, wealth
 tax and custom duty which have remain outstanding as at March 31st,
 2004 for a period of more than six months from the date they become
 payable.
 
 9. The Company has incurred cash loss or Rs. 67,768 in the financial
 year and Rs. 350168 in the preceding financial year. Its accumulated
 losses at the end of the financial year are more than its net worth.
 
 10. A settlement has been done for the repayment of dues. Waiver of
 dues has brought an end to the default in repayment of loans to banks.
 
 11. The term Ioans were applied for the purpose for which the loans
 were obtained.
 
 12. 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.
 
 13. As no public issue has been made during the year, not applicable.
 
 14. No fraud on or by the company has been noticed or reported during
 the year.  Clause 4A (viii), (xii), (xiii), (xiv), (xv), (xvii), (xix)
 Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 Place : Vadodara                                  For: S. P. Vyas & Co.
 Date : 06/05/2004                                 Chartered Accountants
                                                              S. P. Vyas
                                                            (Proprietor)