Auditor Report of Plethico Pharmaceuticals Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of PLETHICO PHARMACEUTICALS LIMITED, as at 31st March, 2014 and the Profit & Loss Account of the Company for the period ended on that date annexed thereto and the cash flow statement for the period ended on that date and report that 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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.

3. In our opinion and to the best of our information and according to information and explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014 and

(ii) In the case of Profit and Loss Account, of the loss of the Company for the period ended on that date and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the period ended on that date.

4. Further to our comments in the Annexure referred to in paragraph 2 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 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, 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 the cash flow statement dealt with by this report comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors of the Company and the information and explanation as made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

ANNUAL REPORT 2014 ANNEXURE TO INDEPENDENT AUDITORS REPORT

STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE PERIOD ENDED ON 31ST MARCH, 2014.

(i) FIXED ASSETS :

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) During the period under review, no substantial part of fixed assets has been disposed off and the going concern status of the company is not affected.

(ii) INVENTORY :

(a) The inventory has been physically verified during the period by the management. In our opinion, the frequency of verification is reasonable.

(b) 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.

(c) The company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stocks and the book records were not material.

(iii) LOAN AND ADVANCES :

(a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question of rate of interest and other terms & conditions does not arise.

(c) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question regarding receipt of principal and interest and overdue amount does not arise.

(d) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the Act. The numbers of parties involved were two and the maximum amount involved is Rs.212.96 Million and the period ending balance is Rs. 204.84 Million.

(e) As per the information and explanation provided to us, there are no terms and conditions with regard to rate of interest to be charged and repayment period, therefore, in view of the above, the same are not prima facie prejudicial to the interest of the company.

(f) As per the information and explanation provided to us, since there are no terms & conditions with regard to rate of interest chargeable and repayment period, the question of regularity of payment of interest and repayment of principal does not arise.

(iv) INTERNAL CONTROL SYSTEMS :

In our opinion and according to the information & explanation provided 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 major weakness in internal controls.

(v) TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT, 1956 :

(a) According to the information & explanation provided to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) According to information and explanation provided to us, transactions made in pursuance of such contract or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

(vi) FIXED DEPOSITS :

The Company has accepted deposits from public amounting to Rs.86.83 Million during the period under review, the Directive issued by Reserve Bank of India and the provisions of Section 58A & Section 58AA or any other relevant provisions of the Act and the rules framed there under are not complied with.

The Company has defaulted in respect of repayment of the said deposits from public. The amount of default with respect to principal amount is Rs.120.56 Million and with respect to interest amount is Rs.13.67 Million as on 31st March, 2014.

(vii) INTERNAL AUDIT :

The Company had an internal audit system during the period under review.

(viii)COST RECORDS :

We have broadly reviewed the books of accounts maintained by the Company pursuant to rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, in respect of manufacturing activities of the Company to which the Companies (Cost Accounting Record) Rules 2011, are applicable and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the records with the view to determine whether they are accurate or complete.

(ix) STATUTORY DUES :

(a) According to the records of the Company, and the information and explanations provided to us the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Professional Tax, Cess and other material statutory dues with the appropriate authorities except for Income Tax. According to the information and explanation given to us, the undisputed amount of Rs. 235.89 Million is outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable. (b) Details of dues of Income Tax which has not been deposited on 31st March, 2014 on account of disputes are given below:-

Names of the Statute Nature of the Dues Amount Period to which amount (Rs in Millions) relates

Income Tax Act, 1961 Income Tax Rs.140.53 A.Y 2005-06

Income Tax Act, 1961 Income Tax Rs.107.17 A.Y 2006-07

Income Tax Act, 1961 Income Tax Rs.860.95 A.Y 2007-08

Income Tax Act, 1961 Income Tax Rs.245.14 A.Y 2008-09

Income Tax Act, 1961 Income Tax Rs.230.23 A.Y 2009-10

Income Tax Act, 1961 Income Tax Rs.216.19 A.Y 2010-11

Income Tax Act, 1961 Income Tax Rs.346.65 A.Y 2011-12

Name of the Statute Forum where dispute is pending

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

(x) POTENTIALLY SICK COMPANY :

The company has no accumulated losses, however as per the information and explanation provided to us, the company has not incurred cash losses during the financial period covered by our audit and there were no cash losses incurred in the immediately preceding financial year.

(xi) REPAYMENT OF DUES :

According to the information and explanation provided to us, we have been intimated that the company has defaulted in repayment of dues to financial institutions or banks. The default pertains to Interest amounting to Rs.35.52 Million and principal amounting to Rs. 576.30 Million. However the Lead Bank has proposed admission of the Company to Corporate Debt Restructuring ("CDR") forum on 29th March, 2014 for providing debt restructuring scheme. The proposed debt restructuring scheme is pending approval of CDR Empowered Group for admission to the CDR forum.

(xii) LOAN AND ADVANCES GRANTED ON THE BASIS OF SECURITIES :

According to the records of the company and according to the information and explanations provided to us, the company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

(xiii)CHIT FUND/NIDHI/MUTUAL BENEFIT SOCIETY :

In our opinion, the company has not a chit fund or Nidhi mutual benefit fund / society. Therefore, clause 4 (XIII) of the Companies (Auditors Report) order 2003 is not applicable to the company.

(xiv)INVESTMENT COMPANY :

The company has maintained proper records, transaction and contracts in respect of dealing in securities and timely entries have been made therein. All such securities have been held by the Company in its own name.

(xv) GUARANTEES GIVEN :

According to the information and explanations provided to us, the Company has given a corporate guarantee for loan taken by a company from a bank.

(xvi)TERM LOANS :

According to the records of the company and according to the information and explanation provided to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii)SOURCES AND APPLICATION OF FUNDS :

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for the purpose of long term investment.

(xviii)PREFERENTIAL ALLOTMENT :

The Company has not made any preferential allotment of shares during the period under review to parties and companies covered in the Register Maintained under section 301 of the Act.

(xix)DEBENTURE :

The company has not issued/raised any money by issue of Debentures during the period under review.

(xx) PUBLIC ISSUE :

The Company has not raised any money by a public issue during the period under review.

(xxi)FRAUD :

Based upon the audit procedures performed and the information and explanations provided to us 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 N.P. GANDHI & CO. Chartered Accountants (Firm Reg No: 116574W)

N. P. Gandhi Proprietor Mumbai, 28th May, 2014 (M.No.44294)

---

Dec 31, 2012

We have audited the attached Balance Sheet of PLETHICO PHARMACEUTICALS LIMITED, as at 31st December, 2012 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date and report that 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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.

3. Further to our comments in the Annexure referred to in paragraph 2 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 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, 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 the cash flow statement dealt with by this report comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors of the Company and the information and explanation as made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and according to information and explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st December, 2012 and

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

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31st DECEMBER, 2012.

1. FIXED ASSETS:

(a) As per information & explanation provided to us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information & explanation provided to us, fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year under review, no substantial part of fixed assets has been disposed off and the going concern status of the company is not affected.

2. INVENTORY :

(a) As per information & explanation provided to us, the physical verification of inventories has been conducted at reasonable intervals by the management.

(b) In our opinion and according to the information and explanation given to us, 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.

(c) The company is maintaining proper records of inventories and as explained to us, the discrepancies noticed on physical verification of stock were not material and the same have been properly dealt with in the books of account.

3. LOAN AND ADVANCES :

(a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question of rate of interest and other terms & conditions does not arise.

(c) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question regarding receipt of principal and interest and overdue amount does not arise.

(d) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the Act. The numbers of parties involved were two and the maximum amount involved is Rs.157.80 Million and the year ending balance is Rs.125.34 Million.

(e) As per the information and explanation provided to us, there are no terms and conditions with regard to rate of interest to be charged and repayment period, therefore, in view of the above, the same are not prima facie prejudicial to the interest of the company.

(f) As per the information and explanation provided to us, since there are no terms & conditions with regard to rate of interest chargeable and repayment period, the question of regularity of payment of interest and repayment of principal does not arise.

4. INTERNAL CONTROL SYSTEMS:

In our opinion and according to the information & explanation provided 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 major weakness in internal controls.

5. TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956:

(a) According to the information & explanation provided to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) According to information and explanation provided to us, transactions made in pursuance of such contract or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. FIXED DEPOSITS:

The Company has accepted deposits from public amounting to Rs. 534.37 Million during the year under review, the directive issued by Reserve Bank of India and the provisions of Section 58A & Section 58AA or any other relevant provisions of the Act and the rules framed there under are complied with.

7. INTERNAL AUDIT :

The Company did not have an internal audit during the year under review.

8. COST RECORDS :

We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. STATUTORY DUES :

(a) According to the records of the company and the information and explanations provided to us the company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty except for Professional Tax dues with the appropriate authorities. According to the information and explanations given to us, there are no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty were outstanding as at 31st December, 2012 except for Professional Tax dues amounting to a sum of Rs. 0.03 million for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us. There are no disputed statutory dues that have not been deposited with the relevant authorities.

10. POTENTIALLY SICK COMPANY :

The company has no accumulated losses, however as per the information and explanation provided to us, the company has not incurred cash losses during the financial year covered by our audit and there were no cash losses incurred in the immediately preceding financial year.

11. REPAYMENT OF DUES :

According to the information and explanation provided to us, we have been intimated that the company has not defaulted in repayment of dues to financial institutions or banks.

12. LOAN AND ADVANCES GRANTED ON THE BASIS OF SECURITIES :

According to the records of the company and according to the information and explanations provided to us, the company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13. CHIT FUND/NIDHI/MUTUAL BENEFIT SOCIETY :

In our opinion, the company has not a chit fund or Nidhi mutual benefit fund / society. Therefore, clause 4 (XIII) of the companies (Auditors Report) order 2003 is not applicable to the company.

14. INVESTMENT COMPANY :

The company has maintained proper records, transaction and contracts in respect of dealing in securities and timely entries have been made therein. All such securities have been held by the Company in its own name.

15. GUARANTEES GIVEN:

According to the information and explanations provided to us, the Company has given a corporate guarantee for loan taken by a company from a bank.

16. TERM LOANS :

According to the records of the company and according to the information and explanation provided to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. SOURCES AND APPLICATION OF FUNDS :

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for the purpose of long term investment.

18. PREFERENTIAL ALLOTMENT:

The company has not made any preferential allotment of shares during the year under review to parties and companies covered in the Register Maintained under section 301 of the Act.

19. DEBENTURE :

The company has not issued/raised any money by issue of debentures during the year under review.

20. PUBLIC ISSUE :

The Company has not raised any money by a public issue during the year under review.

21. FRAUD :

Based upon the audit procedures performed and the information and explanations provided to us 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 N.P. GANDHI & CO.

Chartered Accountants

(Firm Reg No: 116574W)

N.P.Gandhi

PROPRIETOR

(M.No. 44294)

Indore, 1st March, 2013

---

Dec 31, 2011

We have audited the attached Balance Sheet of PLETHICO PHARMACEUTICALS LIMITED, as at 31st, December 2011 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date and report that 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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.

3. Further to our comments in the Annexure referred to in paragraph 2 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 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, 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 the cash flow statement dealt with by this report comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors of the Company and the information and explanation as made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) As stated in Note 27 of Schedule 19 to the Financial Statements, The Company has paid 62.75 Million as managerial remuneration to its directors, which is in excess of the limits under the Companies Act, 1956. Had the Company accounted for the remuneration in accordance with the Act, the Profit would have been higher by Rs. 20.88 Million and Loans and Advances would have been higher by Rs. 20.88 Million.

(g) Subject to our comment in para (f), in our opinion and according to information and explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st December, 2011 and

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

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31st DECEMBER, 2011.

1. FIXED ASSETS :

(a) As per information & explanation provided to us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information & explanation provided to us, fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year under review, no substantial part of fixed assets has been disposed off and the going concern status of the company is not affected.

2. INVENTORY :

(a) As per information & explanation provided to us, the physical verification of inventories has been conducted at reasonable intervals by the management:

(b) In our opinion and according to the information and explanation given to us, 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.

(c) The company is maintaining proper records of inventories and as explained to us, the discrepancies noticed on physical verification of stock were not material and the same have been properly dealt with in the books of account.

3. LOAN AND ADVANCES :

(a) The company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question of rate of interest and other terms & conditions does not arise.

(c) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question regarding receipt of principal and interest and overdue amount does not arise.

(d) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the Act. The numbers of parties involved were two and the maximum amount involved is Rs. 152.20 Million and the year ending balance is Rs. 152.05 Million.

(e) As per the information and explanation provided to us, there are no terms and conditions with regard to rate of interest to be charged and repayment period, therefore, in view of the above, the same are not prima facie prejudicial to the interest of the company.

(f) As per the information and explanation provided to us, since there are no terms & conditions with regard to rate of interest chargeable and repayment period, the question of regularity of payment of interest and repayment of principal does not arise.

4. INTERNAL CONTROL SYSTEMS :

In our opinion and according to the information & explanation provided 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 major weakness in internal controls.

5. TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956 :

(a) According to the information & explanation provided to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) According to information and explanation provided to us, transactions made in pursuance of such contract or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. FIXED DEPOSITS :

The Company has accepted deposits from public amounting to Rs.1057.41 Million during the year under review, the directive issued by Reserve Bank of India and the provisions of Section 58A & Section 58AA or any other relevant provisions of the Act and the rules framed there under are complied with.

7. INTERNAL AUDIT :

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

8. COST RECORDS :

We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. STATUTORY DUES :

(a) According to the records of the company and the information and explanations provided to us the company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us, there are no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty were outstanding as at 31st December, 2011 for a period of more then six months from the date they become payable.

(b) According to the information and explanation given to us. There are no disputed statutory dues that have not been deposited with the relevant authorities.

10. POTENTIALLY SICK COMPANY :

The company has no accumulated losses, however as per the information and explanation provided to us, the company has not incurred cash losses during the financial year covered by our audit and there were no cash losses incurred in the immediately preceding financial year.

11. REPAYMENT OF DUES :

According to the information and explanation provided to us, we have been intimated that the company has not defaulted in repayment of dues to financial institutions or banks.

12. LOAN AND ADVANCES GRANTED ON THE BASIS OF SECURITIES :

According to the records of the company and according to the information and explanations provided to us, the company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13. CHIT FUND/NIDHI/MUTUAL BENEFIT SOCIETY :

In our opinion, the company has not a chit fund or Nidhi mutual benefit fund / society. Therefore, clause 4 (XIII) of the companies (Auditors Report) order 2003 is not applicable to the company.

14. INVESTMENT COMPANY :

The company has maintained proper records, transaction and contracts in respect of dealing in securities and timely entries have been made therein. All such securities have been held by the Company in its own name.

15. GUARANTEES GIVEN :

According to the information and explanations provided to us, the Company has given a corporate guarantee for loan taken by a company from a bank.

16. TERM LOANS :

According to the records of the company and according to the information and explanation provided to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. SOURCES AND APPLICATION OF FUNDS :

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for the purpose of long term investment.

18. PREFERENTIAL ALLOTMENT :

The company has not made any preferential allotment of shares during the year under review to parties and companies covered in the Register Maintained under section 301 of the Act.

19. DEBENTURE :

The company has not issued/raised any money by issue of debentures during the year under review.

20. PUBLIC ISSUE :

The Company has not raised any money by a public issue during the year under review.

21. FRAUD :

Based upon the audit procedures performed and the information and explanations provided to us 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 N.P. Gandhi & Co. Chartered Accountant

N. P. Gandhi

Proprietor

(M.No.44294)

Indore, 29th February, 2012 (Firm Reg No: 116574W)

---

Dec 31, 2010

We have audited the attached Balance Sheet of PLETHICO PHARMACEUTICALS LIMITED, as at 31st, December 2 010 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date and report that 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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.

3. Further to our comments in the Annexure referred to in paragraph 2 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 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, 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 the cash flow statement dealt with by this report comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors of the Company and the information and explanation as made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub section (1) of section 2 74 of the Companies Act, 1956.

(f) In our opinion and according to information and explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st December, 2010 and

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

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31ST DECEMBER, 2010.

1. FIXED ASSETS:

(a) As per information & explanation provided to us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information & explanation provided to us, fixed assets have been physically verified by the management at reasonable intervals. No material disc repancies were noticed on such verification.

(c) During the year under review, no substantial part of fixed assets has been disposed off and the going concern status of the company is not affected.

2. INVENTORY:

(a) As per information & explanation provided to us, the physical verification of inventories has been conducted at reasonable intervals by the management:

(b) In our opinion and according to the information and explanation given to us, 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.

(c) The company is maintaining proper records of inventories and as explained to us, the discrepancies noticed on physical verification of stock were not material and the same have been properly dealt with in the books of account.

3. LOAN AND ADVANCES:

(a) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 3 01 of the Act.

b) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 3 01 of the Act, the question of rate of interest and other terms & conditions does not arise.

(c) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 3 01 of the Act, the question regarding receipt of principal and interest and overdue amount does not arise.

(d) The Company has taken unsecured loans from parties covered in the register maintained under section 3 01 of the Act. The numbers of parties involved were two and the maximum amount involved is Rs. 1.63 Million and the year ending balance is Rs.0.40 Million .

(e) As per the information and explanation provided to us, there are no terms and conditions with regard to rate of interest to be charged and repayment period, therefore, in view of the above, the same are not prima facie prejudicial to the interest of the company.

(f) As per the information and explanation provided to us, since there are no terms & conditions with regard to rate of interest chargeable and repayment period, the question of regularity of payment of interest and repayment of principal does not arise.

4. INTERNAL CONTROL SYSTEMS:

In our opinion and according to the information & explanation provided 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 major weakness in internal controls.

5. TRANSACTION WITH PARTIES UNDER SECTION 301 OF THE COMPANIES ACT 1956:

(a) According to the information & explanation provided to us, the particulars of contracts or arrangements referred to in Section 3 01 of the Act have been entered in the register required to be maintained under that section.

(b) According to information and explanation provided to us, transactions made in pursuance of such contract or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. FIXED DEPOSITS:

As per the information and explanation provided to us, the company has neither invited nor accepted any deposits from the public during the year under review.

7. INTERNAL AUDIT:

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

8. COST RECORDS:

We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. STATUTORY DUES:

(a) According to the records of the company and the information and explanations provided to us the company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty were outstanding as at December 31, 2010 for a period of more then six month from the date they become payable.

(b) According to the information and explanation given to us. There are no disputed statutory dues that have not been deposited with the relevant authorities.

10. POTENTIALLY SICK COMPANY :

The company has no accumulated losses, however as per the information and explanation provided to us, the company has not incurred cash losses during the financial year covered by our audit and there were no cash losses incurred in the immediately preceding financial year.

11. REPAYMENT OF DUES :

According to the information and explanation provided to us, we have been intimated that the company has not defaulted in repayment of dues to financial institutions or banks.

12. LOAN AND ADVANCES GRANTED ON THE BASIS OF SECURITIES:

According to the records of the company and according to the information and explanations provided to us, the company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13. CHIT FUND/NIDHI/MUTUAL BENEFIT SOCIETY :

In our opinion, the company has not a chit fund or Nidhi mutual benefit fund / society. Therefore, clause 4 (XIII) of the companies (Auditors Report) order 2003 is not applicable to the company.

14. INVESTMENT COMPANY :

The company has maintained proper records, transaction and contracts in respect of dealing in securities and timely entries have been made therein. All such securities have been held by the Company in its own name.

15. GUARANTEES GIVEN:

According to the information and explanations provided to us, the Company has given a corporate guarantee for loan taken by a company from a bank.

16. TERM LOANS :

According to the records of the company and according to the information and explanation provided to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. SOURCES AND APPLICATION OF FUNDS :

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for the purpose of long term investment.

18. PREFERENTIAL ALLOTMENT:

The company has not made any preferential allotment of shares during the year under review to parties and companies covered in the Register Maintained under section 3 01 of the Act.

19. DEBENTURE :

The company has not issued/raised any money by issue of debentures during the year under review.

20. PUBLIC ISSUE :

The Company has not raised any money by a public issue during the year under review.

21. FRAUD :

Based upon the audit procedures performed and the information and explanations provided to us 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 N.P. Gandhi & Co.

Chartered Accountants

N.P. Gandhi

Proprietor

(M.No.44294)

Indore, 31st March, 2011 (Firm Reg No. 116574W)

---

Dec 31, 2009

We have audited the attached Balance Sheet of Plethico Pharmaceuticals Limited, as at 31st, December 2009 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date and report that 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors Report) Order, 2 003 issued by the Central Government in terms of Section 227(4A) 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.

3. Further to our comments in the Annexure referred to in paragraph 2 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 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, 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 the cash flow statement dealt with by this report comply, with the requirement of the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) Based on the representations made by the Directors of the Company and the information and explanation as made available to us, the Directors of the Company do not prima facie have any disqualification as referred to in clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and according to information and according to the information and explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st December, 2009 and

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

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT STATEMENT REFERRED TO IN PARAGRAPH II OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PLETHICO PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED ON 31 ST DECEMBER, 2009.

1. FIXED ASSETS:

(a) As per information & explanation provided to us, the company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per information & explanation provided to us, fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) During the year under review, no substantial part of fixed assets has been disposed off and the going concern status of the company is not affected.

2. INVENTORY:

(a) As per information & explanation provided to us, the physical verification of inventories has been conducted at reasonable intervals by the management:

(b) In our opinion and according to the information and explanation given to us, 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 natureof its business.

(c) The company is maintaining proper records of inventories and as explained to us, the discrepancies noticed on physical verification of stock were not material and the same have been properly dealt with in the books of account.

3. LOAN AND ADVANCES:

(a) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question of rate of interest and other terms & conditions does not arise.

(c) Since the company has not granted any secured or unsecured loan to companies, firm or other parties covered under section 301 of the Act, the question regarding receipt of principal and interest and overdue amount does not arise.

(d) The Company has taken unsecured loans from parties covered in the register maintained under section 301 of the Act. The numbers of parties involved were two and the maximum amount involved is Rs. 1.60 Million and the year ending balance is Rs.0.61 Million.

(e) As per the information and explanation provided to us, there are no terms and conditions with regard to rate of interest to be charged and repayment period, therefore, in view of the above, the same are not prima facie prejudicial to the interest of the company.

(f) As per the information and explanation provided to us, since there are no terms & conditions with regard to rate of interest chargeable and repayment period, the question of regularity of payment of interest and repayment of principal does notarise.

4. INTERNAL CONTROL SYSTEMS:

In our opinion and according to the information & explanation provided to us, there is an adequate internal control system commensurate with the size ofthe 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 major weakness in internal controls.

5. TRANSACTION WITH PARTIESUNDERSECTION 301 OFTHE COMPANIES ACT 1956:

(a) According to the information & explanation provided to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) According to information and explanation provided to us, transactions made in pursuance of such contract or

arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available with the company or the prices at which transactions for similar goods or services have been made with other parties.

6. FIXED DEPOSITS:

As per the information and explanation provided to us, the company has neither invited nor accepted any deposits from the public during the year under review.

7. INTERNALAUDIT:

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

8. COST RECORDS:

We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1 ){d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. STATUTORY DUES:

(a) According to the records of the company and the information and explanations provided to us the company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, IncomeTax, Sales Tax, WealthTax, Service Tax, Custom duty, Excise Duty and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of IncomeTax, Sales Tax, WealthTax, Service Tax, Custom duty, Excise Duty were outstanding as at December 31,2009 for a period of more then six month from the date they become payable.

(b) According to the information and explanation given to us.There are no disputed statutory dues that have not been deposited with the relevantauthorities.

10. POTENTIALLY SICK COMPANY :

The company has no accumulated losses, however as per the information and explanation provided to us, the company has not incurred cash losses during the financial year covered by our audit and there were no cash losses incurred in the immediately preceding financial year.

11. REPAYMENT OF DUES:

According to the information and explanation provided to us, we have been intimated that the company has not defaulted in repayment of dues to financial institutions or banks.

12.LOAN AND ADVANCES GRANTED ON THE BASIS OF SECURITIES:

According to the records of the company and according to the information and explanations provided to us, the company has not granted loans and advances on basis of security by way of pledge of shares, debentures & other securities.

13.CHITFUND/NIDHI/MUTUALBENEFITSOCIETY:

In our opinion, the company has not a chit fund or Nidhi mutual benefit fund /society. Therefore, clause 4 (XIII) of the companies (Auditors Report) order 2003 is not applicable to the company.

14. INVESTMENT COMPANY:

The company has maintained proper records, transaction and contracts in respect of dealing in securities and timely entries have been made therein. All such securities have been held by the Company in its own name.

15.GUARANTEES GIVEN:

According to the information and explanations provided to us, the Company has given a corporate guarantee f loan taken by a company from a bank.

16.TERM LOANS:

According to the records of the company and according to the information and explanation provided to us, one overall basis, the term loans have been applied for the purposes for which they were obtained.

17.SOURCES AND APPLICATION OF FUNDS:

According to the information and explanations given to us and on an overall examination of the balance sheet of th company, we report that no funds raised on short term basis have been used for the purpose of long ten investment.

18. PREFERENTIAL ALLOTMENT:

The company has not made any preferential allotment of shares during the year under review to parties an companies covered in the Register Maintained under section 301 of the Act.

19. DEBENTURE:

The company has not issued/raised any money by issue of debentures during the year under review.

20.PUBLIC ISSUE:

The Company has not raised any money by a public issue during the year under review.

21.FRAUD:

Based upon the audit procedures performed and the information and explanations provided to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of the audit.



For N.P. Gandhi & Co

Chartered Accountant:



N. P. Gandh

Proprietor

Indore, March 30, 2010 M.No.44294