PTL Enterprises Ltd

TO THE MEMBERS OF PTL ENTERPRISES LTD.

We have audited the attached Balance Sheet of PTL Enterprises Ltd., as at March31, 2012 along with the annexed Statement of Profit & Loss and the annexed Cash FlowStatement of the Company for the year ended on that date. These financial statements arethe responsibility of the management of the company. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts &disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating theoverall presentation of the financial statements. We believe that our audit provides areasonable basis for our opinion.

We report as follows:

I. As required by the Companies (Auditors' Report) Order, 2003, issued by theDepartment of Company Affairs, in terms of Section 227 (4A) of the Companies Act, 1956 andon the basis of such checks of the books and records of the company as we consideredappropriate and according to the information and explanations given to us during thecourse of the audit, we give in the Annexure a statement on the matters specified in theparagraphs 4 and 5 of the said order.

II. Further to our comments in the Annexure referred to in paragraph I above;

1. We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit;

2. In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of the books;

3. The Balance Sheet, Statement of Profit & Loss and Cash flow statement dealt withby this Report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash flowstatement of the Company dealt with by this report, read with the notes and significantAccounting Policies, comply with the Accounting Standards referred to in Sub-Section (3C)of Section 211 of the Companies Act , 1956;

5. On the basis of written representations received from the Directors and taken onrecord by the Board of Directors we report that none of the directors of the company isdisqualified, prima facie, as at March 31, 2012 from being appointed as directors of theCompany under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanationsgiven to us, the accounts, read with the notes and significant accounting policiesthereon, give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view:

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at March31, 2012,

b) in the case of the Statement of Profit & Loss, of the Profit for the year endedon that date, and

c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on thatdate.

Annexure referred to in paragraph-I of the Auditors' Report to the members of PTLEnterprises Ltd. on the accounts for the year ended March 31, 2012

i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of Fixed Assets.

(b) Verification of Fixed Assets is being conducted by the management, which in ouropinion is reasonable having regard to the size of the Company and the nature of assets.As explained to us, no discrepancies noticed on such verification.

(c) As the Company has disposed off an insignificant part of the fixed assets duringthe year, paragraph 4 (i) (c) of the Companies (Auditors' Report) Order, 2003 (hereinafterreferred to as the Order) is not applicable.

ii) (a) At the year end, as explained, the inventories have been physically verified bythe management.

In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) On the basis of our examination of the record of inventories, we are of the opinionthat, the Company is maintaining proper records of inventories. As explained to us, nodiscrepancies noticed on physical verification of inventories as compared to book records.

iii) (a) According to the information and explanations given to us, the Company hastaken interest bearing short-term unsecured advances from associate company covered in theregister maintained under Section 301 of the Companies Act, 1956 and maximum amountinvolved during the year of the transactions was to the tune of Rs. 570.64 lacs.

(b) The rate of interest and other terms & conditions on which advances taken bythe Company, as explained, are not prejudicial to the interest of the Company.

(c) The payment of principal amount and interest, wherever applicable, are alsoregular.

(d) There is no overdue amount of advances taken from associate company listed in theRegister maintained u/sec. 301 of the Companies Act, 1956.

iv) According to the information & explanations given to us, there are adequateinternal control procedures commensurate with the size of the Company & the nature ofits business with regard to purchases of fixed assets and with regard to the sale ofgoods. During the course of our audit, no major weakness has been noticed in theunderlying internal controls.

v) (a) According to the information & explanations given to us, we are of theopinion that the transactions that need to be entered into the register maintained inpursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information & explanations given to us, thetransactions made in pursuance of contracts or arrangements entered in the Registermaintained U/sec. 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs inrespect of any party during the year, as explained, have been made at prices which areeither reasonable having regard to prevailing market prices at the relevant time and/orare of special nature.

vi) The Company has not accepted any chargeable deposit from the public during theyear.

vii) As explained, the Company has an internal audit review system commensurate withits size and nature of its business.

viii) The Department of Company Affairs vide it's File No. 52/366/CAB-1989 Dated April24, 2012 had exempted PTL Enterprises Ltd. from the requirement of Cost Audit for thefinancial year 201011. As explained to us an application was made requesting for anextension of exemption for the financial year 2011-12 in view of status quo of lease offactory to Apollo Tyres Ltd. which is pending.

ix) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund, investors education protection fund,employees' state insurance, income tax , professional tax and other material statutorydues applicable to it.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of Income Tax, Wealth Tax, Sales Tax and Cess were in arrears at theyear end for a period of more than six months from the date they became payable.

(c) According to the records of the Company and information & explanations given tous, there are dues of Income tax and Service Tax aggregating to Rs. 3,239.94 Lacs, whichhave not been deposited on account of various disputes in appeal, the details (read withnotes to accounts vide Note No. C.1) are as under.

x) The Company does not have accumulated losses at the end of the financial year andhas not incurred cash losses during the financial years covered by our audit andimmediately preceding financial year.

xi) According to the records of the Company examined by us and the information &explanations given to us, the company has not defaulted in repayment of term loan dues tobanks as at the balance sheet date.

xii) As Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities, paragraph 4 (xii) of the Order isnot applicable.

xiii) As the Company is not a chit fund / nidhi/ mutual benefit funds / society towhich the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

xiv) As the Company is not dealing or trading in shares, securities, debentures andother investments, paragraph 4 (xiv) of the Order is not applicable.

xv) The Company is continuing its charge created on its assets for term loan taken byits wholly owned sub-subsidiary company Artemis Medicare Services Ltd. during the year2006-2007 and as explained, it is not prejudicial to the interest of the company.

xvi) To the best of our knowledge & belief and according to the information &explanations given to us, term loans availed by the company was applied for the purposefor which these loans were raised.

xvii) As the Company has, during the year, not raised any funds on short term basis,paragraph 4 (xvii) of the Order is not applicable.

xviii) As the Company has not made preferential allotment of shares to parties andcompanies covered in the register maintained under section 301 of the Act, paragraph 4(xviii) of the Order is not applicable.

xix) As the Company has not issued any debentures, paragraph 4 (xix) of the Order isnot applicable.

xx) During the year, since the Company has not raised money by way of public issue,paragraph 4 (xx) of the Order is not applicable.

xxi) Based upon the audit procedures performed along with information and explanationsgiven by the management, we report that, no fraud on or by the Company has been noticedduring the course of our audit for the year under report.