Auditor Report of Venmax Drugs & Pharmaceuticals Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of M/s VENMAX
DRUGS AND PHARMACEUTICALS LIMITED(“the Company”), which comprise the balance
sheet as at 31st March, 2024, and the statement of profit and loss, Statement of changes
in Equity and Statement of cash flow for the year ended, and notes to the standalone
Financial Statements, including a summary of significant accounting policies and other
explanatory information [hereinafter referred to as “Standalone Financial Statements”].

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid Financial Statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act
and accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024, and its Profit, (changes in equity) and its cash flow
statement for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the
Standards on Auditing (SA’s) specified under section 143(10) of the Companies Act, 2013.
Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements under the provisions of the
Companies Act, 2013 and the Rules defined thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Key Audit Matters

Key Audit Matters are those matter that, in our professional judgement, were of most significance in
our audit of the Standalone Financial Statements of the current period. These matters were
addressed in the context of our audit of the Standalone Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. During
the year under consideration, we have no Key Audit Matters to report

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Companies Act, 2013 (“the Act”) with respect to the preparation of these
Standalone Financial Statements that give a true and fair view of the financial position
,State of affairs, Profit/loss (including other comprehensive income) Change in Equity and
Cash Flow of the company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards specified under section 133
of the Act, read with Rules defined there under. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Financial Statements, the Board of Directors is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors is also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone
Financial Statements, as a whole, are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

• Id entify and assess the risks of material misstatement of the Financial Statements,
whether due to fraud or error, design and perform Audit Procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system with
reference to the Standalone Financial Statements in place and the operating
effectiveness of such controls.

• Ecvaluate the appropriateness of accounting policies used and the reasonableness
of. accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of the Management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the Standalone Financial Statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure, and content of the Financial
St.atements, including the disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Materiality is the magnitude of misstatements in the Standalone Financial
Statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in:

1. Planning the scope of our audit work and in evaluating the results of our work;
and

2. To evaluate the effect of any identified misstatements in the Standalone
Financial Statements.

• We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by

the Central Government of India in terms of sub-section (11) of section 143 of the

Companies Act, 2013, we give in the “Annexure-A” statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 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 it 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 the written representations received from the directors as on 31st
March, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2024 from being appointed as a director in terms of
Section 164(2) of the Act.

(f) According to information and explanations given to us together with our audit
examination, reporting with respect to the adequacy of the internal financial
controls over financial reporting of the Company and the operating effectiveness
of such controls we give in Annexure-B to the extent applicable.

With respect to the other matters to be included in the Auditor’s Report in
accordance with the requirements of section 197(16) of the Act, as amended, we
report that section 197 is not applicable on private company. Hence reporting as
per section 197(16) is not required

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 information and according to the explanations
given to us:

i. The Company does not have any pending litigations which would impact its financial
position.

ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. a. The management has represented that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds have been received by the
company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

v. Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-clause (i) and (ii)
contain any material mis-statement.

vi. No Dividend has been declared or paid during the year by the company, hence
provisions of section 123 of the Companies Act, 2013, are not applicable.

vii. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2024 which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions
recorded in the software''s. Further, during the course of our audit we did not come
across any instance of the audit trail feature being tampered with.

for PPKG AND CO
Chartered Accountants
FRN No. 0009655S

Place : Hyderabad SD/-

Date : 14/05/2024 GIRDHARI LAL TOSHNIWAL

UDIN: 24205140BKALIS5124 (PARTNER)

M No. 205140

---

Mar 31, 2014

We have audited the accompanying financial statements of M/s Venmax Drugs & Pharmaceuticals 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 significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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) read with the General Circular 15/2013 dated13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies,2013. 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.

Auditor''s 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 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. An audit also includes evaluating the appropriateness of according 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

Subject to note No: 25 Item no - 9 Non receipt of confirmation of balances from parties and Non provision of liability in respect of employee retirement benefits which could not be quantified in the absence of information.

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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31.03.2014;

(ii) in the case of the statement of profit and loss, of the loss for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows 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), as amended, 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 under provisions of 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 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 Cash flow statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 read with the GeneralCircular 15/2013 dated 13th September of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act

e. On the basis of written representations received from the Directors as on 31.03.2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2014 from being appointed as director in terms of section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS REPORT Referred to in paragraph 3 of our report of even date:

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

(b) The fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification.

(c ) The Company has disposed off substantial part of its fixed assets during the year vide note no25 item no1 to the financial statements and this will affect the manufacturing capabilities of the company as a going concern.

ii. (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

(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 has maintained proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. (a) The Company has not granted any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. (b)The Company has taken loans, unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and the terms of such loans are not prejudicial to the interests 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 purchases of fixed assets and also with regard to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

v. (a) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

vi. According to the information and explanations given to us the Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956.

vii. In our opinion, the Internal Audit functions carried out during the year have been commensurate with its size of the Company and the nature of its business.

viii. According to the information and explanations given to us the Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

ix. (a) According to the information & explanations given to us and the records of the Company examined by us, in our opinion the Company is not regular in depositing the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Sales Tax, Customs Duty, Excise Duty, Cess, Investor Education and Protection Fund and other material statutory dues with the appropriate authorities.

(b) According to the information & explanations given to us there are undisputed statutory amounts payable as at 31st march 2014 to the extent of Rs5,11,350/- payable towards ESI, PF and VAT and disputed statutory amounts payable to ESI of Rs. 8,00,000/- and payable to PF of Rs. 8,16,000/-, for a period of more than six months from the date they became payable.

x. The Company has incurred cash loss of Rs.43,90,335/ during the financial year under audit before extra ordinary items and the accumulated losses as at the end of the financial year under audit are Rs. 5,64,54,147/- and the loss incurred was Rs. 12,25,176/- in the immediately preceding financial year.

xi. According to the information and explanations given to us and the records of the Company examined by us, we are of the opinion that the Company has not defaulted in repayment of dues to banks and financial institutions.

xii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the provisions of any special statute applicable to a chit fund or a nidhi/ mutual benefit fund/ societies are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other investments.

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks or Financial I nstitutions.

xvi. According to the information and explanations given to us, in our opinion term loans availed by the Company were, prima facie, applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on a short term basis have prima facie not been used during the year for long term investment, and vice versa.

xviii. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any Debentures & hence the creation of securities in respect of the same does not arise.

xx. The Company has not raised any money by public issues during the year.

xxi. In our opinion and according to the information and explanations given to us, considering the

size and nature of the Company''s operations, no fraud of material significance on or by the Company has been noticed or reported during the course of the audit.

For Durgaprasad Associates Chartered Accountants (Firm''s Registration No.005361S)

Sd./-

Place : Hyderabad

Date : 3rd September 2014 M.No.025729

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s VENMAX DRUGS AND PHARMACEUTICALS LIMITED. as at 31 st March' 2012' the Profit and Loss Account and also the Cash Flow Statement of the company for the year ended on that date 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.

We conducted our audit in accordance with the 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 from material misstatements. An audit includes examining' on test basis' evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management' as well as evaluating the overall financial statement presentation. We believe that ouraudit provides a reasonable basis forouropinion. As required by the Companies (Auditor's Report) Order' 2003 (as amended) issued by the 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. Further to our comments in annexure referred to in Para 3 above' we report that: Subject to:

None of the balances of sundry debtors' sundry creditors' loans and advances have been confirmed during the year.

The company has a policy of paying the retirement benefits to employee as and when due which is against the requirement of AS - 15. Further other employee benefits as required by AS - 15 have also not been provided for. In the absence of data we are unable to comment on its impact on the financial statements. We have not been able to verify the records of physical verification of inventories and fixed assets. We have therefore relied on the certificate of the management with regard to the quantities and values of the same.

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) In our opinion' the said Balance Sheet and Profit and Loss Account referred to in this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the CompaniesAct' 1956.

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

e) On the basis of written representation received from the directors and taken on records by the board of directors' we report that none of the directors is disqualified as on 31.3.2012 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies act' 1956.

f) In our opinion' and according to the best of our information and according to the explanations given to us' the said accounts read with the Accounting Policies and Notes thereon in schedules XV and XVI respectively' give the information required by the CompaniesAct' 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

I. in the case of Balance Sheet' of the state of affairs of the Company as at 31 st March' 2012' ii. in the case of Profit and Loss Account' of the loss for the year ended on that date' and iii. in the case of Cash Flow Statement' of the cash flows forthe year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

1. As required by the Companies (Auditor's Report) Order' 2003 issued by the Central Govt' under section 227 (4A) of the Companies Act 1956' we report that:

a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us the fixed assets have been physically verified by the management during the year and no discrepancies were noticed on such verification. We were informed that though the physical verification has been conducted during the year' the management was unable to produce the required documents for our verification as the same have been misplaced by the accountant who has left the company.

c) No substantial part of fixed assets has been disposed off during the year' which has bearing on the going concern assumption.

2. a) The inventory has been physically verified by the Management during the year. In our opinion frequency of verification is reasonable and adequate. The management was unable to produce the working papers of the physical verification for our scrutiny as the same have been misplaced by the accountant who has left the company.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate having regard to the size of the company' the nature and volume of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories' wherever material' have been properly dealt with in the books of accounts.

3. a) The company has not granted any loans secured or unsecured to any company' firm or other party covered in register maintained under Section 301 of the Companies Act' 1956.

In view of 3 (a) above' the clauses 3 (b)' 3(c) and 3 (d) are not applicable. e) The company has not taken any loans secured or unsecured from any company' firm or other party covered in register maintained under Section 301 of the Companies Act' 1956.

In view of 3 (e) above' the clauses 3 (f) and 3(g) are not applicable.

4. In our opinion' according to the information and explanation given to us there is adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit' no major weaknesses have been observed in the internal control systems.

5. a) According to the information and explanation given to us' there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the Companies Act' 1956.

b) In view of clause 5 (a) above' the clause 5 (b) is not applicable.

6. In our opinion and according to the information and explanations given to us' the Company has not accepted any deposits from the public. Consequently the directives issued by the Reserve Bank of India' the provisions of Sections 58A and 58AA of the Companies Act' 1956 or any other provisions of the Act and Companies (Acceptance of Deposits) Rules' 1975 are not applicable.

7. In our opinion' the company has an internal audit system commensurate with the size and nature of its business. However' it needs to be further strengthened.

8. 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 we are of the opinion that prima facie' the prescribed accounts and records have been made and maintained. We have not' however' made detailed examination of the records with a view to determine whether they are accurate and complete.

9. The company is not regular in depositing undisputed statutory dues.

Particulars Amount (Rs)

ESI 4'24'044

PF 9'76'940

PT 1'39'674

TDS payable 2'87'610

Customs Duty 47'875

Sales Tax Deferment 51'73'750

Service Tax Payable 7'725

VAT Payabl 3'37'701

b) The company has no statutory dues pending due to any dispute.

10. The company has incurred cash loss of Rs. 52'14'808/- during the year. The company had incurred cash losses in the immediately preceding year The accumulated loss as at the end of31stMarch2012is Rs.3'22'41'882/-

11. Based on our audit and the information and explanations given by the management' the company has defaulted in repayment of dues to financial institutions and banks.

12. In our opinion and according to the information and explanation given to us' no loans and advances have been granted by the Company on the basis of security by way of pledge of share' debentures and other securities.

13. The Company is not a Chit Fund or a Nidhi / Mutual Fund /Society. Therefore' clause 4(xiii) of the Companies (Auditor's Report) order is not applicable to the company.

14. The company is not dealing in or trading in shares' securities and debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) order' 2003 are not applicable to the company.

15. The company has not given guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company' we report that no funds raised on short term basis have been used for long term investment by the Company.

18. According to the information and explanation given to us' the Company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report' the company has not issued any debentures. Accordingly' the provisions of Clause 4(xix) of the Order are not applicable.

20. The company has not revised any fund through Public issue during the year.

21. According to the information and explanation given to us' no fraud on or by the company has been noticed or reported during the year.

For Durga Prasad Associates

Chartered Accountants

(J.S.R. DURGA PRASAD)

Place: Hyderabad PROPRIETOR

Date :31st May' 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s VENMAX DRUGS AND PHARMACEUTICALS LIMITED, as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement of the company for the year ended on that date 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.

We conducted our audit in accordance with the 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 from material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Government of India in terms of sub-section (4A) of section 227 o the Companies Act, 1956. We enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in annexure referred to in Para 3 above, we report that:

Subject to:

Note No. 18 of the notes forming part of accounts w.r.t the fraud committed by one of its directors. Transactions to the tune of Rs.7.10 crores have not been accounted in the books of the company. The management has informed us that these transactions have no connection with the company in any way. None of the balances of sundry debtors, sundry creditors, loans and advances have been confirmed during the year.

The company has a policy of paying the retirement benefits to employee as and when due which is against the requirement of AS- 15. Further other employee benefits as required by AS- 15 have also not been provided for. In the absence of data we are unable to comment on its impact on the financial statements.

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) In our opinion, the said Balance Sheet and Profit and Loss Account referred to in this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

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

e) On the basis of written representation received from the directors and taken on records by the board of directors, we report that none of the directors is disqualified as on 31.3.2011 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the companies act, 1956.

f) In our opinion, and according to the best of our information and according to the explanations given to us, the said accounts read with the Accounting Policies and Notes thereon in schedules XV and XVI respectively, give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

I. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

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

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

ANNEXURE TO AUDITOR'S REPORT

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Govt. under section 227 (4A) of the Companies Act 1956, we report that:

a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us the fixed assets have been physically verified by the management during the year and no discrepancies were noticed on such verification.

c) No substantial part of fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

2. a) The inventory has been physically verified by the Management during the year. In our opinion frequency of verification is reasonable and adequate.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate having regard to the size of the company, the nature and volume of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories, wherever material, have been properly dealt with in the books of accounts.

3. a) The company has not granted any loans secured or unsecured to any company, firm or other party covered in register maintained under Section 301 of the Companies Act, 1956.

In view of 3 (a) above, the clauses 3 (b), 3(c) and 3 (d) are not applicable.

e) The company has not taken any loans secured or unsecured from any company, firm or other party covered in register maintained under Section 301 of the Companies Act, 1956. In view of 3 (e) above, the clauses 3 (f) and 3(g) are not applicable.

4. In our opinion, according to the information and explanation given to us there is adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit, no major weaknesses have been observed in the internal control systems

5. a) According to the information and explanation given to us, there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the Companies Act, 1956.

b) In view of clause 5 (a) above, the clause 5 (b) is not applicable.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Consequently the directives issued by the Reserve Bank of India, the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other provisions of the Act and Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. However, it needs to be further strengthened.

8. 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 we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

9. The company is not regular in depositing undisputed statutory dues.

a)The total outstanding dues as on 31st March 2011 are.

Particulars Amount (Rs)

ESI 4,01,965.00

PF 9,06,432.00

PT 1,35,474.00

TDS payable 2,87,610.00

Customs Duty 47,875.00

Sales Tax Deferment 51,73,750.00

Service Tax Payable _7,725.00

VAT Payable 3,14,509.00

b) The company has no statutory dues pending due to any dispute.

10. The company has incurred cash losses during the year to a tune of Rs. 12,38,298. The accumulated loss as at the end of 31 st March 2011 is Rs.2, 59,85,182/-.

11. Based on our audit and the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions and banks.

12. The Company is not a Chit Fund or a Nidhi/Mutual Fund/Society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) order is not applicable to the company.

13. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of share, debentures and other securities.

14. The company is not dealing in or trading in shares, securities and debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

15. The company has not given guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

20. The company has not revised any fund through Public issue during the year.

21. According to the information and explanation given to us, one of the directors has commited a fraud on the company by misutilising the bank account of the company, for her own transactions in YES Bank Mumbai. The company has initiated criminal proceedings against the director.

For JAWAHAR AND ASSOCIATES

CHARTERED ACCOUNTANTS Firm Registration

No.001281S

V. JAWAHAR

Place: Hyderabad Partner

Date: 5/Dec/2011 M.No: 23489

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/s.VENMAX DRUGS AND PHARMACEUTICALS LIMITED formerly M/s YENKEY DRUGS AND PHARMACEUTICALS LIMITED, as at 31st March. 2009, the Profit and Loss Account and also the cash flow statement of the Company for the year ended on that date 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.

We conducted our audit in accordance with the 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 from material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Government of India in terms of sub-section (4A) of section 227 o the Companies Act, 1956. We enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in annexure referred to in Para 3 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 ouraudit

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

c) In our opinion, the said Balance Sheet and Profit and Loss Account referred to in this report comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

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

E) Subject to the following:

None of the balances of sundry debtors, sundry creditors, loans and advances have been confirmed during the year. -

The company has a policy of not providing for employee benefits for the year which is against the requirement ofAS-15.

In case of traded goods, Value Added Tax has not been disclosed separately.

f) In our opinion, and according to the best of our information and according to the explanations given to us, the said accounts read with the Accounting Policies and Notes thereon in schedules XV and XVI respectively, give the information required by the Companies Act 1956 in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2009,

ii) InthecaseofProfitandLossAccounloftheprofitfortheyearendedonthatdate.and

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

ANNEXURE TO AUDITORS REPORT

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Govt, under section 227 (4A) of the Companies Act 1956, we report that:

a)The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) According to the information and explanations given to us the fixed assets have been physically verified by the management during the year and no discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year, which has bearing on the going concern assumption.

2. a) The inventory has been physically verified by the Management during the year. In our opinion frequency of verification is reasonable and adequate.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate having regard to the size of the company, the nature and volume of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories, wherever material, have been properly dealt with in the books of accounts.

3. (a) The company has not granted any loans secured or unsecured to any company, firm or other party covered in register maintained under Section 301 of the Companies Act, 1956.

In view of 3 (a) above, the clauses 3 (b), 3(c) and 3 (d) are not applicable.

(e) The company has not taken any loans secured or unsecured from any company, firm or other party covered in register maintained under Section 301 of the Companies Act, 1956.

In view of 3 (e) above, the clauses 3 (f) and 3(g) are not applicable.

4. In our opinion, according to the information and explanation given to us there is adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit, no major weaknesses have been observed in the internal control systems.

5. (a)According to the information and explanation given to us, there are no contracts or arrangements which need to be entered in the register maintained under section 301 of the CompaniesAd, 1956.

(b) In view of clause 5 (a) above, the clause 5 (b) is not applicable.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Consequently the directives issued by the Reserve Bank of India, the provisions of Sections 58A and 58AA of the Companies Act, 1956 or any other provisions of the Act and Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business. However, it needs to be further strengthened.

8. 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 we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

a) The company is not regular in depositing undisputed statutory dues statutory dues applicable to it. The outstanding dues as on 31st March 2009 are professional tax Rs. 108426/-, ESI - Rs.265916/-, FBT - Rs.36325/- and PF - Rs.996540/- of which the outstanding for the current year are ESI- Rs. 89912 /-, P.T- Rs. 20919/-, FBT- Rs. 17696/-, and PF- Rs. 138985

b. The company has no statutory dues pending due to any dispute.

10. The company has not incurred cash losses during the year and in the immediately preceding year. The accumulated loss as at the end of 31st March 2008 is Rs.14615362/- after considering the Deferred Tax Income of Rs. 13546281/-.

11. Based on our audit and the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions and banks.

12. The Company is not a Chit Fund or a-Nidhi / Mutual Fund /Society. Therefore, clause 4(xiii) of the Companies (Auditors Report) order is not applicable to the company.

13. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of share, debentures and other securities.

14. The company is not dealing in or trading in shares, securities and debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

15. The company has not given guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not raised any new term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

18. According to the information and explanation given to us, the Company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit report, the company has not issued any debentures. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable.

20. The company has not revised any fund through Public issue during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.



For JAWAHAR AND ASSOCIATES CHARTERED ACCOUNTANTS Place: Hyderabad V. JAWAHAR Date: 05.09.2009 Partner M.NO. 23489