The Members of OLYMPIA CAPITALS LIMITED.

We have audited the attached Balance Sheet of Olympia Capitals Limited as at 31st March, 2001 and the Profit and Loss Account for the year ended on that date annexed there to and report that :

1) As required by the Manufacturing and other Companies (Auditor's Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matter specified in paragraph 4 and 5 the said order to the extent applicable to the Company.

2) Further to our comments in the Annexure referred to in Paragraph (1) above. : -

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, subject to note no. 1 (K) in Schedule "P", regarding accounting of gratuity on cash basis, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books.

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, subject to note no. 1(K) in Schedule "P" regarding accounting of gratuity on cash basis, the Balance Sheet and the Profit & Loss Account dealt with by this report are in compliance with the all mandatory Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon in Schedule "P" give the information required by the Companies Act, 1956 in the manner so required and subject to note no. 1(K) in Schedule "P", regarding accounting of gratuity on cash basis, amount not ascertained give a true and fair view:

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March. 2001 and

ii) In the case of the Profit and Loss Account of the Loss of the Company for the year ended on that date.

f) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31.03 2001 from being appointed as a Director in terms of clause (g) of sub section (1 )of section 274 of the Companies act,1956.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date)

1) The Company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets. Assets given on lease have been physically verified by the management in accordance with the regular programme, which in our opinion is reasonable. All other fixed assets have been physically verified by the management at reasonable intervals. No discrepancies were noticed on such verification.

2) None of the fixed assets have been revalued during the year.

3) As explained to us, the Stock of Shares, debentures and other Securities have been physically verified by the management at reasonable intervals.

4) The procedure followed by the Management for physical

Verification of stock of shares, debentures and Securities are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

5) As explained to us, no discrepancies were noticed on such verification between the book records and physical stock of shares, debentures and Securities.

6) in our opinion, the method of Valuation of such Stock is fair and proper and in accordance with normally accepted accounting principles and is on the same basis as in the preceding year.

7) The Company has not taken loans from Directors, firms and other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. In view of the provisions of section 370 of the Companies Act, 1956 not being applicable vide the Companies (Amendment) Act, 1999 with effect from October 31,1998 loans from companies under the same management, if any, have not been commented upon.

8) The rate of interest and Other terms and conditions on which loans granted by the Company to the parties listed in the register maintained under Section 301 of the Companies Act, 1956 are prima-facie not prejudicial to the interest of the Company. In view of the pro visions of section 370 of the Companies Act, 1956 not being applicable vide the Companies (Amendment) Act, 1999 with effect from October 31,1993 loans to companies under the same management, if any, have not been commented upon.

9) Loans and Advances have been given by the Company to its employees and other parties, in the course of business, are generally repaying the principal amount along with the interest due thereon, wherever applicable, as stipulated. In case of delays in repayment of principal or interest (including the cases where advances have been considered NPA) the company is taking reasonable steps for recovery of the same.

10) In our opinion and according to the information and explanations given to us, there are adequate internal Control procedures commensurate with the size of the Company and nature of its business for the purchase of plant & machinery, equipment and other assets and for the sale of goods.

11) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit within the meaning of the provision of Section 58A of the Companies Act, 1956 and the Non Banking Financial Companies (Reserve Bank) Direction's 1977.

12) In our opinion and according to the explanation given to us, the Company has an adequate internal audit system commensurate with, its size and nature of its business.

13) The Company has generally regularly deposited provident fund dues with appropriate authorities.

14) There were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty, outstanding as at 31st March, 2001 for a period exceeding six months from the date they became payable except income tax amounting to Rs. 84,787/-

15) As per information and explanation given to us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practices.

16) In our opinion and on the basis of 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 or other Securities.

17) In our opinion, in relation to the Company's dealing in Shares, Securities, debentures and other investment, proper records have been maintained of the transaction and contracts and timely entries have been made therein. The securities are held by the Company in its own name except to the extent of exemption, under section 49 of the Companies Act, 1956.