Auditor Report of Arihant Multi Commercial Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. Arihant Multi Commercial Limited, which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Te procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31st March, 2015;

b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date, and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on other legal and regulatory requirements

As required by "the Companies (Auditor's Report) Order, 2015 ("the Order")", issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

As required by section 143(3) of the Act, we report that:

a) We have sought and 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 proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us.

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015 on its financial position in its financial statements – i.e. Nil

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts i.e. Nil

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015 – N.A.

The Annexure referred to in our report to the members of Arihant Multi Commercial Limited for the year ended 31st March 2015. We report that:

1. In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

2. In respect of inventories:

(a) As informed to us, the inventory in the possession of the company has been physically verified at reasonable intervals during the year by the management.

(b) In our opinion, 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) In our opinion the company is maintaining proper records of its inventories. According to the information given to us, no discrepancies were noticed on physical verification of inventories as compared to book records during the year.

3. In respect of loans:

(a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

4. In respect of internal Controls:

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in accordance with the provisions of section 73 to 76 of the Act and the rules framed there under.

6. The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the service rendered by the Company.

7. In respect of Statutory dues:

a) According to the books and records of the Company, undisputed statutory dues including Provident Fund, Income-Tax, Service Tax and other material statutory dues have been generally regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six month from the date of becoming payable.

c) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, service tax and cess which have not been deposited on account of any dispute.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during financial year and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the company does not have any loans from financial institution or bank or debenture holders as at the balance sheet date hence this clause is not applicable to the Company.

10. According the information and explanation given to us and records produced before us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year. Accordingly this clause is not applicable to the Company.

11. In our opinion and according to information and explanation given to us, the Company has not raised any Terms Loans during the year under audit or in previous years hence this clause is not applicable to the Company.

12. According the information and explanation given to us, no instances of material fraud on or by the Company has been noticed or reported during the course of our audit.

For Maheshwari & Co.

Chartered Accountants

FRN: 105834W

Place : Mumbai

Date : May 28, 2015 K.K. Maloo

Partner

Membership No. 075872

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. Lifeline Drugs & Pharma Limited, which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 he Company as at 31st March, 2014;

b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of he Act, 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 purposes of our audit.

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

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Lifeline Drugs & Pharma Limited for the year ended 31st March, 2014. We report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As informed and explain to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off any fixed assets during the year.

2. (a) As informed to us, the inventory in the possession of the company has been physically verified at reasonable intervals during the year by the management.

(b) In our opinion, 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) In our opinion the company is maintaining proper records of its inventories. According to the information given to us, no discrepancies were noticed on physical verification of inventories as compared to book records during the year.

3. (a) According to the information and explanation given to us and on the basis of records furnished before us, 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, Clause 4(iii) (b), (c) and (d) of Companies (Auditors'' Report) Order, 2003 are not applicable.

(b) According to the information and explanation given to us and on the basis of records furnished before us for the verification, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause 4(iii) (f) and (g) of Companies (Auditors'' Report) Order, 2003 are not applicable.

4. In our opinion and according the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of business with regard to purchase and sales. During the course of our Audit, we have not observed any continuing failure to correct major weakness of internal audit.

5. In our opinion and according the information & explanations given to us, there are no such transaction made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under Section 301 of he Companies Act 1956, hence Clause 4(v) of Companies (Auditors'' Report) Order 2003 is not applicable.

6. The Company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditors'' Report) Order 2003 is not applicable.

7. The Company has an Internal Audit System commensurate with the size of the Company and the nature of business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act 1956 in respect of Products dealt with by the Company.

9. (a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including Provident Fund, Investors'' Education & Protection Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues have been regularly deposited in time during the year with appropriate authorities and there are no undisputed statutory dues payable for a period of six months from the date they became payable as at 31st March, 2014.

(b) According to the information and explanation given to us there are no disputes pending before the authorities in respect of Sales Tax, Income Tax, Custom Duty and CESS.

10. The Company does not have any accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. According to the records made available to us and information and explanation given to us by the management, the Company has not defaulted in repayment of any dues to financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not chit fund, nidhi, mutual fund and societies and accordingly clause 4(xiii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The Shares, Securities, Debentures and Other Investments are held in the name of the Company.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Banks & Financial Institutions. Accordingly Clause 4(xv) of Companies (Auditors'' Report) Order, 2003 is not applicable.

16. In our opinion and according to the information and explanations given to us, the Company has not obtained any Term Loan. Accordingly Clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and on the basis of and overall examination of the Balance Sheet of the Company, no funds raised on short term basis have been utilized for long term investment and vice versa.

18. According to the information and explanations given to us company has made preferential allotment to the parties & companies covered under section 301 of Companies Act, 1956. The terms of the allotment are not prejudicial to the interest of company.

19. During the period, the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditors'' Report) Order, 2003 is not applicable.

20. The Company has not raised any money through a Public Issue during the year under Audit. Accordingly Clause 4(xx) of Companies (Auditors'' Report) Order, 2003 is not applicable.

21. During the course of examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For Rishikesh Mishra & Associates Chartered Accountants

CA Rishikesh Mishra Proprietor Place : Mumbai Date : May 27, 2014 Membership No. 130717 FRN: 135719W

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Lifeline Drugs & Pharma Limited'' which comprise the Balance Sheet as at 31st March'' 2013'' the Statement of Profit and Loss and the Cash Flow Statement for the year then ended'' and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position'' financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act'' 1956 ("the Act"). This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment'' including the assessment of the risks of material misstatement of the financial statements'' whether due to fraud or error. In making those risk assessments'' the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management'' as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us'' the financial statements give the information required by the Act 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 31st March'' 2013;

b) in the case of the Statement of Profit and Loss'' of the profit of the Company for the year ended on that date'' and

c) in the case of the Cash Flow Statement'' of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order'' 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act'' we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act'' 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 purposes of our audit.

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

(c) The Balance Sheet'' Statement of Profit and Loss'' and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion'' the Balance Sheet'' Statement of Profit and Loss'' and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March'' 2013 taken on record by the Board of Directors'' none of the directors is disqualified as on 31st March'' 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

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

1. The Company is not having any Fixed Assets and hence para- 1(a)'' (b) and (c) is not applicable to the company;

2. (a) As informed to us'' the inventory in the possession of the company has been physically verified at reasonable intervals during the year by the management.

(b) In our opinion'' 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) In our opinion the company is maintaining proper records of its inventories. According to the information given to us'' no discrepancies were noticed on physical verification of inventories as compared to book records during the year.

3. (a) According to the information and explanation given to us and on the basis of records furnished before us'' 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'' Clause 4(iii) (b)'' (c) and (d) of Companies (Auditors'' Report) Order'' 2003 are not applicable.

(b) According to the information and explanation given to us and on the basis of records furnished before us for the verification'' the Company has not taken any loans'' secured or unsecured from Companies'' firms or other parties covered in the register maintained under section 301 of the Companies Act'' 1956'' hence clause 4(iii) (f) and (g) of Companies (Auditors'' Report) Order'' 2003 are not applicable.

4. In our opinion and according the information & explanations given to us'' there are adequate internal control procedures commensurate with the size of the Company and nature of business with regard to purchase and sales. During the course of our Audit'' we have not observed any continuing failure to correct major weakness of internal audit.

5. In our opinion and according the information & explanations given to us'' there are no such transaction made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under Section 301 of the Companies Act 1956'' hence Clause 4(v) of Companies (Auditors'' Report) Order 2003 is not applicable.

6. The Company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditors'' Report) Order 2003 is not applicable.

7. In our opinion'' the Company has an internal audit system commensurate with its size and the nature of its business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act 1956 in respect of products dealt with by the Company.

9. (a) In our opinion and according to the information and explanations given to us'' undisputed statutory dues including Provident Fund'' Investors'' Education & Protection Fund'' Employees State Insurance Scheme'' Income Tax'' Sales Tax'' Wealth Tax'' Custom Duty'' Excise Duty'' CESS and any other statutory dues have been regularly deposited in time during the year with appropriate authorities and there are no undisputed statutory dues payable for a period of six months from the date they became payable as at 31st March 2013'' except for the Dividend Distribution Tax of Rs. 40''788/-.

(b) According to the information and explanation given to us there are no disputes pending before the authorities in respect of Sales Tax'' Income Tax'' Custom Duty and CESS.

10. The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. According to the records made available to us and information and explanation given to us by the management'' the Company has not defaulted in repayment of any dues to financial institutions or banks.

12. According to the information and explanations given to us'' the Company has not granted any loans & advances on the basis of security by way of pledge of shares'' debentures and other securities.

13. In our opinion'' the Company is not chit fund'' nidhi'' mutual fund and societies and accordingly clause 4(xiii) of Companies (Auditors'' Report) Order'' 2003 is not applicable.

14. In our opinion and according to the information and explanations given to us'' the Company has kept adequate records of its transactions and contracts in shares'' securities'' debentures and other investments and timely entries have been made therein. The Shares'' Securities'' Debentures and Other Investments are held in the name of the Company.

15. In our opinion and according to the information and explanations given to us'' the Company has not given guarantees for loans taken by others from Banks & Financial Institutions. Accordingly Clause 4(xv) of Companies (Auditors'' Report) Order'' 2003 is not applicable.

16. In our opinion and according to the information and explanations given to us'' the Company has not obtained any Term Loan. Accordingly Clause 4(xvi) of Companies (Auditors'' Report) Order'' 2003 is not applicable.

17. According to the information and explanations given to us and on the basis of and overall examination of the Balance Sheet of the Company'' no funds raised on short term basis have been utilized for long term investment and vice versa.

18. During the year the company has allotted equity shares on preferential basis. The issue of shares is at a price'' which has been prescribed under Preferential Issue Guidelines issued by Securities and Exchange Board of India. In our opinion the same is not prejudicial to the Interest of Company.

19. During the period'' the Company has not issued any debentures. Accordingly Clause 4(xix) of Companies (Auditors'' Report) Order'' 2003 is not applicable.

20. The Company has not raised any money through public issue during the year and therefore'' the provisions of clause 4(xx) of the Companies (Auditors Report) Order'' 2003 are not applicable to the Company.

21. During the course of examination of the books and records of the Company'' carried out in accordance with generally accepted auditing practices in India'' and according to the information and explanation given to us'' we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For Rishikesh Mishra & Associates

Chartered Accountants

Place : Mumbai CA Rishikesh Mishra

Date:May 30'' 2013 Proprietor

Membership No. 130717

FRN: 135719W

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Mar 31, 2012

We have audited the attached Balance Sheet of LIFELINE DRUGS & PHARMA LIMITED as at 31st March 2012 and also the Profit & Loss Account for the year ended on that day annexed hereto. 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.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the 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 included 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.

a. As required by the Companies (Auditors' Report) Order, 2003 issued by the Department of Company Affairs in terms of Section 227 (4A) of the Companies Act 1956, we enclose in the Annexure, a statement on the matter specified in the said Order to the extent applicable;

b. Further to our comments in the annexure referred to in paragraph 1 above -

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts'

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement together with notes of accounts 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 31st March 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 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, and give a true and fair view in conformity with the accounting principles generally accepted in India :- 1. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

2. in the case of the Profit and Loss Account, of the Profit for the year ended on that date;

3. 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 1 of our report of even date)

1. (a) There are no fixed assets, hence no question arises of maintaining proper records showing full particulars, including quantitative details and the situation of the fixed assets;

(b) There are no fixed assets, hence the clause of physical verification by the management of the fixed assets is not applicable;

(c) There are no fixed assets, hence the clause of substantial part of fixed assets being disposed of during the period is not applicable;

2. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) According to the information and explanation given to us and on the basis of records furnished before us, 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.

(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies (Auditors' Report) Order, 2003 are not applicable.

(c) According to the information and explanation given to us and on the basis of records furnished before us for the verification, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of above, clause 4(iii)(e), (f ) and (g) of Companies (Auditors' Report) Order, 2003 are not applicable.

4. In our opinion and according the information & explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and nature of business for the purchase of fixed assets and for the sale of services. During the course of our Audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) In our opinion and according the information & explanations provided by the management, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

(b) In our opinion and according the information & explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rs. five lac have been entered into during the financial year at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public hence Clause 4(vi) of Companies (Auditors' Report) Order 2003 is not applicable.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act 1956 in respect of products dealt with by the Company.

9. (a) In our opinion and according to the information and explanations given to us, undisputed

statutory dues including Provident Fund, Investors' Education & Protection Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any other statutory dues have been regularly deposited in time during the year with appropriate authorities and there are no undisputed statutory dues payable for a period of six months from the date they became payable as at 31st March 2012.

(b) According to the information and explanation given to us there are no disputes pending before the authorities in respect of Sales Tax, Income Tax, Custom Duty and CESS.

10. The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. According to the records made available to us and information and explanation given to us by the management, the Company has not defaulted in repayment of any dues to financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not chit fund, nidhi, mutual fund and societies and accordingly clause 4(xiii) of Companies (Auditors' Report) Order, 2003 is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures & other investments during the year.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Banks & Financial Institutions. Accordingly Clause 4(xv) of Companies (Auditors' Report) Order, 2003 is not applicable.

16. In our opinion and according to the information and explanations given to us, the Company has not obtained any Term Loan. Accordingly Clause 4(xvi) of Companies (Auditors' Report) Order, 2003 is not applicable.

17. According to the information and explanations given to us and on the basis of and overall examination of the Balance Sheet of the Company, no funds raised on short term basis have been utilized for long term investment and vice versa.

18. The company has not made preferential allotment of shares to parties and/or to the companies covered in the register maintained under section 301 of the Companies Act 1956. Therefore, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19. During the period, the Company has not issued unsecured debentures on private placement basis and therefore, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

20. The Company has not raised any money through public issue during the year and therefore, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

21. During the course of examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For K. U. Kothari & Co.

Chartered Accountants

Place : Mumbai Prakash Chechani

Date:August 10, 2012 Partner

Membership No. 104203

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Lifeline Drug & Pharma Limited as at 31st March 2011, the Profit & Loss Account and Cash Flow Statement for the year ended on that date. These financial statement 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 responsible assurance about Whether the 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 the 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 (Auditors Report) Order, 2003 as amended by the Companies (Auditor Report) (Amendment) order, 2004 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act). We enclose 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 Annexure referred to 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 purpose of our audit.

(ii) 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 those books.

(iii) The Balance Sheet, the profit & 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, the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to sub-section (3C) of section 211 of the Companies Act,1956;

(v) On the basis of written representations received from the directors.we report that none of the directors is disqualified as on 31st March 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 explanation given to us as required by the Companies Act,1956, the said accounts give a true and fair view in conformity with the accounting principles generally accepted in India and also: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2011;

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

(c) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.



ANNEXURE TO THE AUDITOR'S REPORT

(*referred to in Paragraph 2 of our Report of even date on the accounts of LIFELINE DRUG & PHARMA LIMITED for the year ended 31st March,2011.)

1. a) The Company has maintained proper records showing full particulars including quantitative details expect situation of fixed assets on the basis of information available.

(b) As explained to us, the fixed assets have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such physical verification.

(c) The Company has disposed off fixed assets during the year which may not affect the going concern assumption.(Refer Note No.5)

2. In respect of Inventories:-

(a) The Management has physically verified the inventory during the year. In our opinion and according to explanation given to us, the frequency of verification is reasonable.

(b) The procedure followed by the management for verification of inventory is reasonable and adequate in relation to size of the Company and its nature of business.

(c) In our opinion and according to explanation given to us the Company has maintained adequate records if its inventory and no material discrepancies were notice in physical verification.

3. In respect of the loans,secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956:

(a) The Company has not granted loan to any party in previous year.

(b) The Company has not taken unsecured loans from any third parties in the year 2010-2011.

4. In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to the sale of services. During the course of our audit, no major Weakness has been noticed in the internal control in respect of these areas.

5. (a) According to the information and explanation given us, transaction that need to be entered into the register maintained on pursuance of Section 301 of the Companies Act,1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, Company has not entered into any transaction pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act,1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs) or more in respect of any party.

6.The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7.In our opinion the Company has adequate internal audit system commensurate with its size land nature of its business.

8. The Company is not required to maintain cost record as per provisions of section209(1)(d) of the Companies Act,1956.

9. (a)As per information and explanations given to us. provisions of Provident Fund Act, Investor Education and protection Fund Act and Employee's State Insurance are not applicable to the Company. The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax,and other material statutory dues applicable to it . According to the information and explanations given to us,no undisputed statutory dues were in arrears, as at 31st March, 2011 expect Sales Tax of Rs. 5,45,223/-due in regular course of business which is due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no dispute in the matter of sales tax,income tax, wealth tax; customs duty, excise duty and cess exist as at 31st March 2011.

10. The Company does not have accumulated loss at the end of financial year and at the end of preceding Financial Year and have incurred cash losses of Rs. 34,387/- in the financial year covered by our audit.

11. Based on our audit procedure and on the information and explanations given by the management, we are opinion that the Company is not in default in repayment of dues to financial institution or banks.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report)Order,2003 are not applicable to the Company.

13. In our opinion, the Company in no a chit fund or a nidhi/mutual benefit fund society.

14. The Company has not dealt or traded in shares, securities,debentures or other investments during the year.

15.According to the information and explanations and given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions.

16. The Company has not raised any terms loans during the year and hence, this clause is not applicable.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet,we report that no fund raised on short-term basis has been used for long term investment.

18. The Company has issued any preferential allotment of shares during the year.

19. The Company has not issued any debentures.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For LKM & CO. Chartered Accountants FRN: 126823W

Laxmikant Malpani (Proprietor) M.NO.106989 Place: Mumbai Dated: 02-09-2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of "LIFELINE DRUG & PHARMA LIMITED" as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date both 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 whether the 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 presentation of the financial statements, We believe that our audit provides a reasonable 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 annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comment in the annexure referred to above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appear from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) 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,

e) On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on record by the Boards of Directors, none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of the 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 said accounts react together with the notes thereon 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 31st March 2010.

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

c) In the case of Cash Flow Statement, of the cash flows of the company for the period ended on that date.

ANNVEXURE TO AUDITORS' REPORT

Referred to in Paragraph 3 of the Auditors' Report of even date to the Members of LIFELINE DRUG & PHARMA LIMITED on the Financial Statements for the year ended 31st March 2010.

(i) In respect of its Fixed Asset; As the Company does not have any Fixed Assets, question of reporting under this para does not arise.

(ii) In respect of its inventories

a. The Management has physically verified the stock of inventories during the year jn our opinion and according to explanations given to us, the frequency of verification is reasonable.

b. The procedures followed for physical verification of inventories by the management are reasonable and adequate in relation to the size of the company and nature of business.

c. In our opinion and according to explanations given to us the company has maintained adequate records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act 1956, according to the information and explanations given to us:

a. The company has taken unsecured loans from parties, listed in the register maintained u/s, 301 of the Companies Act, 1956.

b. The company has not granted unsecured loans to one company listed in the registered maintained u/s. 301 of the Companies Act, 1956.

c. The rate of interest and other terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

iv) 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 the nature of its business with regard to purchase of stores and merchandise, equipment's and other assets.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

a. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under Section 301 of Act, have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contacts or arrangements entered in the register maintained under Section 301 of the Act. and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

(vi) The Company has not accepted any deposits from, within the meaning of Section 5SA &. 58AA of the Companies Act. 1956. read with the rules framed there under.

(vii) In our opinion, the company has adequate internal audit system commensurate with the nature and size of the business.

(viii) As per the explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

a. The Company is generally regular in depositing undisputed amounts payable, in respect of Income Tax. Sales Tax, Excise Duty, Cess. Provident Fund, Employees State Insurance and other statutory dues, and no such amounts is outstanding as at the last day of the financial year, due for more than six months from the date they became payable.

b. There are no pending disputes of any Duties, Taxes & Cesses.

(x) The Company has positive reserves and has not incurred any cash loss either in the current year or in the immediately preceding year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company is not in default in repayment of dues to financial institution or banks.

(xii) The Company has not mad$ any loans &, advances made on basis of security or by way of pledge of shares, debentures and other securities.

(xiii) Special statutes in respect of Nidhi, Mutual Benefit funds or societies and Chit Funds are not applicable to the Company.

(xiv) In our opinion, the company has maintained records of transactions and contracts in respect of trading in shares and timely entries have been made therein of the shares held by the company.

(xv) The Company has not given any guarantee far loans taken by others from banks or financial institution.

(xvi) As company has not taken any term loans, question of reporting under this para does not arise

(xvii) As company has not taken any short term or long term loans, question of reporting utilization of loan under this para does not arise.

(xviii) The Company has not made any preferential allotment of shares to parties & companies covered in the Register maintained under Section 301 of the Companies Act 1956 during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us. no fraud on or by the Company was noticed or reported during the year.

For N. S. Shetty & Co.

Chartered Accountants

Divakar Shetty

Partner

M. No. 100306

Mumbai: 29th May 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of "LIFELINE DRUGS & PHARMA LIMITED" as at 31st March 2009, the Profit and Loss Account and Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys 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 whether the 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 presentation of the financial statements. We believe that our audit provides a reasonable 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 annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comment in the annexure referred to above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appear from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in 1 agreement with the books of account;

d) 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 CompaniesAct, 1956;

e) On the basis of the written representations received from the Directors as on 31 st March, 2009 and taken on record by the Boards of Directors, none of the Directors js disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of the Section 274 of the CompaniesAct, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the CompaniesAct, 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 31st March 2009.

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

c) In the case of Cash Flow Statement, of the cash flows of the company for the period ended on that date.

ANNEXURE TO AUDITORS REPORT

Referred to in Paragraph 3 of the Auditors Report of even date to the Members of LIFELINE DRUGS & PHARMA LIMITED on the Financial Statements for the year ended 31" March 2009.

(I) In respect of its Fixed Asset: As the Company does not have any Fixed Assets, question of reporting under this para does not arise.

(ii) In respect of its inventories

a. The Management has physically verified the stock of inventories during the year. In our opinion and according to explanations given to us, the frequency of verification is reasonable.

b. The procedures followed for physical verification of inventories by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c. In our opinion and according to explanations given to us the company has maintained adequate records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act 1956, according to the information and explanations given to us:

a. The company has taken unsecured loans from parties, listed in the register maintained u/s. 301 of the Companies Act, 1956.

b. The company has not granted unsecured loans to one company listed in the registered maintained u/s. 301 of the Companies Act, 1956.

c. The rate of interest and other terms and conditions on which loans have been taken are not prima facie prejudicial to the interest of the company.

(iv) 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 the nature of its business with regard to purchase of stores and merchandise, equipments and otherassets.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

a. In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the register maintained under Section 301 of Act, have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contacts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

(vi) The Company has not accepted any deposits from within the meaning of Section 58A & 58AA of the Companies Act, 1956, read with the rules framed there under.

(vii) In our opinion, the company has adequate internal audit system commensurate with the nature and size of the business.

(viii) As per the explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(iv) According to the information and explanations given to us in respect of statutory and otherdues:

a. The Company is generally regular in depositing undisputed amounts payable, in respect of Income Tax, Sales Tax, Excise Duty, Cess, Provident Fund, Employees State Insurance and other statutory dues, and no such amounts is outstanding as at the last day of the financial year, due for more than six months from the date they became payable.

b. There are no pending disputes of any Duties, Taxes & Cesses.

(x) The Company has positive reserves and has not incurred any cash loss either in the current year or in the immediately preceding year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company is not in default in repayment of dues to financial institution or banks.

(xii) The Company has not made any loans & advances made on basis of security or by way of pledge of shares, debentures and other securities.

(xiii) Special statutes in respect of Nidhi, Mutual Benefit funds or societies and Chit Funds are not applicable to the Company.

(xiv) In our opinion, the company has maintained records of transactions and contracts in respect of trading in shares and timely entries have been made therein of the shares held by the company.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institution.

(xvi) As company has not taken any term loans, question Of reporting under this para does not arise.

(xvii) As company has not taken any short term or long term loans, question of reporting utilization of loan under this para does not arise.

(xviii) The Company has not made any preferential allotment of shares to parties & companies covered in the Register maintained under Section 301 of the Companies Act 1956 during the year.

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For N.S.Shetty & Co. Chartered Accountants Sd/-

Divakar Shetty

Partner

M. No. 100306

Mumbai: 30th June 2009