We have 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 rnlsstatement. 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 the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988 Issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956, we enclosed in the Annexure a statement of the matters specified In paragraphs 4 and 5 of the said order on the basis of such checks of the books and records as were considered appropriate, and according to the Information and explanations given to us in the course of audit

1. Further to our comments in the Annexure referred to In paragraphs above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of the Books.

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

d) In our opinion, the Profit and Loss Account and the Balance sheet comply with Accounting standards referred to in section 211(3c) of the Companies Act. 1956 to the extent applicable:

e) On the basis of our review of the confirmations received from the companies in which the Directors of the company are Directors, and the information and the explanations given to us, none of the Directors of the company are prima facie, as at 31st arch. 2003 disqualified from being appointed as Directors of the Company under Clause(g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the accounts read with the notes forming part of the accounts mentioned below, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view subject to a) Note No. 9. b) Note No. 10(ii), c) Note No. 13.

a) In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2003.

and

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

ANNEXURE TO THE AUDITOR'S REPORT

Refered to In paragraph 1 of our report of even date :

I) The company is maintaining proper records showing full particulars including quantitative details, and situation of Fixed Assets. The Fixed Assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed during such verification.

ii) Nona of the Fixed Assets have been revalued during the year.

iii) As there are no store and stock items, the physical verification of stores spare parts at reasonable intervals is not carried out.

iv) The company has taken unsecured loans from the companies under the same management as defined under sub section (1B) of section 370 of the Companies Act. 1956 (1 of 1956).

v) The Company has granted loans and advances to Orange Media Pvt. Ltd. and Palakkad Power Generating Company Private Limited to the tune of Rs. 37,89,184 and Rs. 2,31.02,971 respectively being the companies under the same management as defined under sub section (1 B) of section 370 of the Companies Act, 1050 (1 of 1956). As there are no terms and conditions attached to the above loans, we are unable to place our opinion on the same, to be prejudical to the interest of the company.

vi) The company has not given any loans or advances in the nature of loans except as given in clause (v).

vll) There are no adequate internal control procedures commensurate with the size of the company and the nature of its business since the company does not have operations.

viii) The company has not accepted any deposits from public during the year.

ix) The company has a comprehensive internal audit system commensurate with the size & nature of the business.

x) The Central Government has not prescribed the maintainance of cost records under section 298(1 )(d) of the Companies Act. 1956 (1 of 1956).

xi) The company has not registered with Provident Fund authorities & hence it has not deducted or paid any funds to the provident fund account.

xii) There were no undisputed amounts payable, in respect of Income Tax, Wealth Tax. Sales Tax, Customs duty and Excise duty which were outstanding as at the last day of the financial year and due for more than six months from the date they become payable.

xiii)No personal expenses have been charged to the revenue account during the year.

xlv) The company Is not a sick industrial company as defined In clause (0) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act. 1985 ( 1 of 1986 )

xiv)The company has an adequate system of authorisation at proper levels and reasonable system of internal controls for the issue and allocation of stores and spares, commensurate with its size and nature of its business.