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Auditor Report of Abbott India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Abbott India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and 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

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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, its profit and its 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, 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 purpose 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 33 (i) to the financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO OUR REPORT OF EVEN DATE

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

(b) Some fixed assets were physically verified by the management during the year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us and having regard to the explanation that certain items of inventory purchased from strategic vendors or are of special nature for which suitable alternative sources are not readily available for obtaining comparable quotations, 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 or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) 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 148(1) of the Companies Act, 2013, related to the manufacture of formulations and bulk drugs, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess on account of any dispute, are as follows :

(Rs. in Lakhs) Name of Statute Nature of Amount Forum where dispute Dues disputed is pending (Net of Payments)

Income Tax Act, 1961 Income Tax 2,47.08 ITAT

2,53.57 CIT Appeals

Central Excise Act, 1944 Excise Duty 3.20 Commissioner (Appeals)

3.56 Commissioner

2.51 Assistant Commissioner

26.60 CESTAT

The Bombay Sales Tax Act, Sales Tax 39.87 Deputy Commissio 1959 ner of Sales Tax

Central Sales Tax Act,1956 Central Sales 46.42 Maharashtra Sales Maharasthra Tax Tax Tribunal

Central Sales Tax Act,1956 Central Sales 81.80 The Joint Commiss (Maharashtra) Tax ioner of Sales tax (Appeals)

Uttar Pradesh Trade Tax Act, Sales Tax 0.59 Additional Commiss 1948 ioner of Commerc ial Tax (Appeals)

0.26 Trade Tax Tribunal

Uttar Pradesh Value Added Value Added 2.67 Additional Commiss Tax Act, 2008 Tax ioner of Commerci al Tax (Appeals)

Uttar Pradesh Sales Tax Act, Sales Tax 8.36 Additional Commiss 2008 ioner Commercial Tax (Appeals)

West Bengal Sales Tax Act, Sales Tax 2.44 Appellate & Revis 1994 ional Board Commercial Tax

Central Sales Tax Act, 1956 Sales Tax 2.66 Additional Commiss (West Bengal) ioner Commercial Taxes

5.31 Appellate & Revisional Board, Commercial Tax

3.81 Joint Commissi oner of Commercial Taxes



Name of Statute Period to which the amount relates

Income Tax Act, 1961 A.Y. 2006-2007, A.Y. 2008-2009, A.Y.2009-2010

A.Y. 2009-2010, A.Y. 2010-2011

Central Excise Act, 1944 1991-1992

1994 to 1995

1994 and 1997 to 2002

2005 to 2006

The Bombay Sales Tax Act, 1959 1999-2000

Central Sales Tax Act,1956(Maharashtra) 2007 to 2009

Central Sales Tax Act,1956(Maharashtra) 2009- 2010

Uttar Pradesh Trade Tax Act, 1948 1988-1989

1996-1997

Uttar Pradesh Value Added Tax Act, 2008 2007 to 2011

Uttar Pradesh Sales Tax Act, 2008 2010-2011

West Bengal Sales Tax Act, 1994 2004- 2005

Central Sales Tax Act, 1956(West Bengal)2006-2007, 2008 to 2010

2005- 2006, 2010-2011

2006- 2007

Name of Statute Nature of Amount Forum where dispute Dues disputed is pending (Net of Payments)

West Bengal Value Added Tax Value Added 10.60 Appellate & Revisi Act, 2003 Tax onal board Commer cial Taxes

11.11 Joint Commissioner of Commercial Taxes

2.71 Additional Commissioner of Commercial Taxes

40.49 Appellate and Revisional Board, Commercial Taxes, West Bengal

Kerala General Sales Tax Act, Sales Tax 13.05 SalesTax Appellate 1963 tribunal Additional Bench

Central Sales Tax, 1956 (Goa) Sales Tax 9,00.80 Additional Commiss ioner of Commercial Taxes

Central Sales Tax, 1956 (Goa) Sales Tax 16.67 Assistant Commissi oner of Commercial Taxes, Panaji, Goa

Goa Value Added Tax Act, Value Added 2.07 Additional Commissi 2005 Tax oner of Commercial Taxes

Central Sales Tax Act 1956 Sales Tax 2,40.96 Deputy Commissioner (Gujarat) of Commercial Taxes (Appeal)

Customs Act, 1962 Custom Duty 4.43 Commissioner (App eals)

Cenvat Credit Rules, 2004 Excise Duty 7.30 The Additional Commissioner Customs & Central Excise

3.14 The Assistant Commissioner Customs & Central Excise



Name of Statute Period to which the amount relates

West Bengal Value Added Tax Act, 2003 2005- 2006

2006- 2007

2010-2011

2009 to 2011

Kerala General Sales Tax Act, 1963 2002-2003

Central Sales Tax, 1956 (Goa) 2006 to 2009

Central Sales Tax, 1956 (Goa) 2009-2010

Goa Value Added Tax Act, 2005 2006-2007

Central Sales Tax Act 1956 (Gujarat) 2006-2007

Customs Act, 1962 1996

Cenvat Credit Rules, 2004 April 2006 to October 2009

November 2009 to June 2011

(d) According to the information and explanations given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, there are no dues to banks, financial institutions or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number : 324982E

Per Ravi Bansal Partner Membership Number : 49365

Mumbai, May 27, 2015


Mar 31, 2014

We have audited the accompanying fnancial statements of ABBOTT INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the 15 months period from 1st January, 2013 to 31st March, 2014 and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fnancial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the 15 months period from 1st January, 2013 to 31st March, 2014; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the 15 months period from 1st January, 2013 to 31st March, 2014.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Act, we report that:

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

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

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF ABBOTT INDIA LIMITED

(Referred to in paragraph 1 under ''Report on other Legal and Regulatory Requirements'' section of our report of even date)

i. Having regard to the nature of the Company''s business/activities/result during the period, clauses xi, xii, xiii, xiv, xvi, xix and xx of para 4 of the Order are not applicable to the Company.

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

(b) Some of the fixed assets were physically verifed during the period by the Management in accordance with a regular programme of verifcation which, in our opinion, provides for physical verifcation of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

(c) The fixed assets disposed of during the period, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

(a) As explained to us, the inventories were physically verifed during the period by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

iv. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, frms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements that needed to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

vii. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the period within the meaning of the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. There are no unclaimed deposits as at the period end.

viii. In our opinion, the internal audit functions carried out during the period by an external agency appointed by the Management have been commensurate with the size of the Company and the nature of its business.

ix. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 and the Cost Accounting Records (Pharmaceutical Industry) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

x. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been 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, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

Details of dues of Income-tax, Sales Tax, Custom Duty and Excise Duty which have not been deposited as on 31st March, 2014 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, 1961 Income Tax ITAT

CIT Appeals

DCIT Central Excise Act, 1944 Excise Duty Commissioner (Appeals)

Commissioner Assistant Commissioner CESTAT

The Bombay Sales Tax Act, 1959 Sales Tax Deputy Commissioner of Sales Tax

Central Sales Tax Act,1956 Sales Tax The Joint Commissioner of (Maharashtra) Sales tax (Appeals)

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Additional Commissioner of Commercial Tax (Appeals) Trade Tax Tribunal

Uttar Pradesh Value Added Tax Act, Value Added Tax Additional Commissioner of 2008 Commercial Tax (Appeals)

West Bengal Sales Tax Act, 1994 Sales Tax Appellate & Revisional Board, Commercial Tax

Central Sales Tax Act, 1956 Sales Tax Sr. Joint Commissioner of (West Bengal) Commercial Taxes

Additional Commissioner of Commercial Taxes Appellate & Revisional Board, Commercial Tax Joint Commissioner of Commercial Taxes West Bengal Value Added Tax Act, 2003 Value Added Tax Appellate & Revisional Board, Commercial Taxes Joint Commissioner of Commercial Taxes Sr.Joint Commissioner of Commercial Taxes Additional Commissioner of Commercial Taxes Kerala General Sales Tax Act, 1963 Sales Tax Sales Tax Appellate Tribunal, Additional Bench

Central Sales Tax, 1956 (Goa) Sales Tax Additional Commissioner of Commercial Taxes

Name of Statue Period to which the Rs. in Lakhs amount relates

Income Tax Act, 1961 A.Y. 2006-2007, A.Y. 2,47.08 2008-2009 and A.Y. 2009-2010

A.Y. 2009-2010 and 1,13.73 A.Y. 2010-2011

A.Y. 2010-2011 1,34.46

Central Excise Act, 1944 1991-1992 3.20

1994 to 1995 3.56

1994 and 1997 to 2002 2.51

2005 to 2006 26.60 The Bombay Sales Tax Act, 1959 1999-2000 39.87

Central Sales Tax Act,1956 (Maharashtra) 2007 to 2009 46.42

Uttar Pradesh Trade Tax Act, 1948 1988-1989 0.59

1996-1997 0.26

Uttar Pradesh Value Added Tax Act, 2008 2007-2008, 2009 to 4.71 2011

West Bengal Sales Tax Act, 1994 2003 to 2005 17.38

Central Sales Tax Act, 1956 (West Bengal) 2006-2007 2.28

2008 to 2011 1.00 2005-2006 4.69 2006-2007 3.81 West Bengal Value Added Tax Act, 2003 2005-2006 14.77 2006-2007 11.11 2006-2007 2.44 2008 to 2011 95.16 Kerala General Sales Tax Act, 1963 2002-2003 13.05

Central Sales Tax, 1956 (Goa) 2006 to 2009 9,00.80

Name of Statute Nature of Dues Forum where Dispute is pending

Central Sales Tax, 1956 (Goa) Sales Tax Assistant Commissioner of Commercial Taxes, Panaji, Goa

Goa Value Added Tax Act, 2005 Value Added Tax Additional Commissioner of Commercial Taxes

Central Sales Tax Act – Sales Tax Deputy Commissioner of Ahmedabad Commercial Taxes (Appeal)

Customs Act, 1962 Custom Duty Commissioner (Appeals)

Cenvat Credit Rules, 2004 Excise Duty The Additional Commissioner Customs & Central Excise The Assistant Commissioner Customs & Central Excise

Name of Statue Period to which the Rs. in Lakhs amount relates

Central Sales Tax, 1956 (Goa) 2009-2010 16.67

Goa Value Added Tax Act, 2005 2006-2007 2.07

Central Sales Tax Act – Ahmedabad 2006-2007 2,40.96

Customs Act, 1962 1996 4.43

Cenvat Credit Rules, 2004 April 2006 to October 7.30 2009

November 2009 to 3.14 June 2011

There were no dues of Wealth Tax, Service Tax and Cess which have not been deposited as on 31st March, 2014 on account of disputes.

xi. The Company does not have accumulated losses as at 31st March, 2014 and the Company has not incurred cash losses in the fifteen months period ended on that date and in the immediately preceding fnancial year.

xii. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and fnancial institutions.

xiii. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the period for long-term investment.

xiv. During the period the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xv. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Registration No. 117366W/ W-100018)

Khurshed Pastakia

Partner (Membership No. 031544)

MUMBAI, May 28, 2014


Dec 31, 2012

1. We have audited the attached Balance Sheet of Abbott India Limited, ("the Company") as at December 31, 2012, Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors'' Report) Order, 2003 (CARO) 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(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 dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2012;

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

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

5. On the basis of written representations received from the Directors as on December 31, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on December 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT TO THE MEMBERS OF ABBOTT INDIA LIMITED

(Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Company''s business/activities/result, clauses x, xi, xii, xiii, xiv, xv, xvi, xviii, xix and xx of CARO are not applicable

ii. In respect of its fxed assets:

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

(b) The fxed assets were physically verifed during the year by the Management in accordance with a regular programme which, in our opinion, provides for physical verifcation of all the fxed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

(c) The fxed assets disposed of during the year, in our opinion, do not constitute a substantial part of the fxed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

(a) As explained to us, the inventories were physically verifed during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

iv. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, frms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fxed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. To the best of our knowledge and belief and according to the information and explanations given to us, there were no transactions required to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

vii. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year within the meaning of the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. There are no unclaimed deposits as at the year end.

viii. In our opinion, the internal audit functions carried out during the year by an external entity appointed by the Management have been commensurate with the size of the Company and the nature of its business.

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

x. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at December 31, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Custom Duty and Excise Duty which have not been deposited as on December 31, 2012 on account of disputes are given below:

(Rs. In Lakhs)

Forum where Dispute is Year to which Amount the Statute Nature of Dues pending amount relates

Income Tax Act, 1961 Income Tax ITAT A.Y 2005 to 2008 1,53.81

Central Excise Act, 1944 Excise Duty Commissioner (Appeals) 1991-1992 3.20

Excise Duty Commissioner 1994 to 1995 3.56

Excise Duty Assistant Commissioner 1994 and 1997 to 2002 2.51

Excise Duty CESTAT 2005 to 2006 26.60

The Bombay Sales Tax Act, 1959 Sales Tax Deputy Commissioner of 1999-2000 39.87 Sales Tax

Uttar Pradesh Trade Tax Act, 1948 Sales Tax Additional Commissioner of 1988-1989 1.59 Commercial Tax (Appeals)

Sales Tax Trade Tax Tribunal 1996-1997 0.26

Uttar Pradesh Value Added Tax Act, Value Added Tax Additional Commissioner of 2007-2011 4.26 2008 Commercial Tax (Appeals)

West Bengal Sales Tax Act, 1994 Sales Tax Appellate & Revisional Board, 2003-2005 17.38 Commercial Tax

Central Sales Tax Act, 1956 Sales Tax Sr. Joint Commissioner of 2006-2007 2.28 (West Bengal) Commercial Taxes

Sales Tax Additional Commissioner of 2003-2004 and 0.57 Commercial Taxes 2008-2010

Sales Tax Appellate & Revisional Board, 2005-2006 4.69 Commercial Tax

Sales Tax Joint Commissioner of 2006-2007 3.81 Commercial Taxes

West Bengal Value Added Tax Act, 2003 Value Added Tax Appellate & Revisional Board, 2005-2006 14.77 Commercial Taxes

Value Added Tax Joint Commissioner of 2006-2007 11.1 Commercial Taxes

Value Added Tax Sr Joint Commissioner of 2006-2007 2.44 Commercial Taxes

Value Added Tax Additional Commissioner of 2007 to 2010 1,45.63 Commercial Taxes

Value Added Tax Deputy Commissioner of 2012-2013 10.41

Sales Tax

Kerala General Sales Tax Act, 1963 Sales Tax Sales Tax Appellate Tribunal, 2002-2003 13.05 Additional Bench

Central Sales Tax, 1956 (Goa) Sales Tax Assistant Commissioner of 2005-2006 2,92.43 Commercial Taxes

Sales Tax Additional Commissioner of 2006 to 2009 9,00.72 Commercial Taxes

Goa Value Added Tax Act, 2005 Value Added Tax Assistant Commissioner of 2005-2006 0.31 Commercial Taxes

Value Added Tax Additional Commissioner of 2006-2007 2.07 Commercial Taxes

Central Sales Tax Act - Gujarat Sales Tax Deputy Commissioner of 2006-2007 2,40.96 Commercial Taxes (Appeal)

Customs Act, 1962 Custom Duty Commissioner (Appeals) 1996 4.43

Cenvat Credit Rules, 2004 Excise Duty The Additional Commissioner April 2006 to October 7.30 Customs & Central Excise 2009

Excise Duty The Assistant Commissioner November 2009 to June 3.14 Customs & Central Excise 2011

There were no disputed dues which remained unpaid in respect of Wealth Tax, Service Tax and Cess during the year.

xi. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No.117366W)

B. R Shroff

Partner

(Membership No. 034382)

MUMBAI, February 20, 2013


Dec 31, 2010

1. We have audited the attached Balance Sheet of Abbott India Limited, ("the Company") as at 31st December, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the period from 1st December, 2009 to 31st December, 2010, both annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

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 Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2010;

ii) In the case of the Profit and Loss Account, of the profit of the Company for the period from 1st December, 2009 to 31st December, 2010; and

iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the period from 1st December, 2009 to 31st December, 2010.

5. On the basis of written representations received from Directors as on 31st December, 2010 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st December, 2010 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956.

Annexure to the Auditors Report

(Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Companys business/ activities/result, clauses x, xi, xii, xiii, xiv, xv, xvi, xviii, xix and xx of CARO are not applicable.

ii. In respect of its fixed assets:

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

b) The fixed assets were physically verified during the period by the Management in accordance with a regular programme of which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the period, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. To the best of our knowledge and belief and according to the information and explanations given to us, there were no transactions required to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

vii. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the period within the meaning of the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956. There are no unclaimed deposits as at the period end.

viii. In our opinion, the internal audit functions carried out during the period by an external entity appointed by the Management have been commensurate with the size of the Company and the nature of its business.

ix. 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 in respect of formulations 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 a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

x. According to the information and explanations given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except for certain dues in respect of Profession Tax as is stated in Para x (b) below.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st December, 2010 for a period of more than six months from the date they became payable, except dues of Rs. 4.23 lakhs payable in respect of Profession Tax under the Assam Professions Trades, Callings and Employments Taxation Act, 1947 as at 31st December, 2010. Of the above amount of Rs. 4.23 lakhs, an amount of Rs. 3.77 Lakhs (including Interest of Rs. 1.42 Lakhs) is outstanding for a period of more than 6 months as at 31st December, 2010.

c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st December, 2010 on account of disputes are given below :

Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, 1961 Disputed Income Tax Demand. ITAT

Disputed Income Tax Demand Dispute Resolution Panel (DRP)

Central Excise Act, 1944 Classification dispute Commissioner (Appeals)

Modvat credit availed on inputs Commissioner

Modvat credit availed on capital goods Assistant Commissioner

Recovery of amount allegedly Assistant Commissioner refunded erroneously

Reversal of credit for Cremaffin Commissioner & Furamide brought back for relabeling.

Denial of Modvat credit on material Assistant Commissioner received beyond the stipulated period of six months from the date of invoice-Jejuri

Demand for excise duty on empty Assistant Commissioner plastic containers

Classification dispute CESTAT

CESTAT

The Bombay Sales Tax Disputed Set off Deputy Commissioner of Act, 1959 Sales Tax

Disputed Set off Maharashtra Sales Tax Tribunal

Uttar Pradesh Trade Enhancement of turnover Joint Commissioner Tax Act, 1948 (Appeals)

Breakages & Damages Claim Trade Tax Tribunal Disallowed

Seizure of Consignment by mobile Joint Commissioner

squad (Appeals)

Seizure of Consignment by mobile Additional

squad Commissioner (Appeals)

Disallowance of Credit Notes on Deputy Commissioner goods returned

Central Sales Tax Act, Rejection of inter-State credit notes Joint Commissioner

1956 (Uttar Pradesh) (Appeals)







Central Sales Tax Act, 1956 (Uttar Pradesh)

Statute Period to Amount which the (Rs. In amount Lakhs) relates

Income Tax Act, 1961 A.Y2005:2006 23.90

A.Y2007-2008 1,36.92

Central Excise Act, 1944 1991-1992 3.20

1993-1994 0.93

1994-1995 0.33

2000 1.00

1994-1995 2.63

1997-1998 0.64

1998- 2002 0.54

2005 24.27

2006 2.33 The Bombay Sales Tax Act, 1959 1999-2000 39.87

2000-2001 9.07

Uttar Pradesh Trade Tax Act, 1948 1988-1989 1.59

1996-1997 0.26

2008-2009 0.72

2009-2010 0.80

2010-2011 1.39

Central Sales Tax Act, 1956 (Uttar Pradesh) 2007-2008 0.62

Statute Nature of Dues Forum where Dispute is pending

West Bengal Sales Tax Breakages and Damages claim Revisional Authority, Act, 1994 Disallowed Commercial Taxes, West Bengal

Disallowance of Bonus Claim and Appellate Revisional Sales Return Board, Commercial Taxes, West Bengal

Central Sales Tax Act, Disallowance of declaration forms Sr.Joint Commissioner of 1956 (West Bengal) Commercial Taxes

West Bengal Value Non consideration of Challan Appellate & Revisional Added Tax Act, 2003 of Rs. 2.68 Lakhs, Credit Note Board, Commercial disallowance & Interest imposed. Taxes, West Bengal

Disallowance of Credit Notes, Sales Sr. Joint Commissioner to institutions etc. of Commercial Taxes

Enhancement of Turnover Additional Commissioner of Commerical Taxes

Kerala General Sales Tax on stock transfer treated as Sales Tax Appellate Tax Act, 1963 sales Tribunal, Additional Bench

Central Sales Tax, 1956 Disallowance of Declaration Forms Assistant Commissioner (Goa) of Commercial Taxes, Margao, Goa.

Disallowance of Branch Transfer Additional Value. Commissioner of Commercial Taxes, Panaji.Goa

Goa Value Added Tax Disallowance of Input Tax Credit Additional Act, 2005 Commissioner of Commercial Taxes, Panaji.Goa

Disallowance of proportionate Input Additional Tax Credit Commissioner of Commercial Taxes, Panaji, Goa

Customs Act, 1962 Demand for payment of differential Commissioner (Appeals) duty Cenvat Credit Rules Disallowance of Cenvat credit The Additional.

2004 (Service Tax) Commissioner Customs & Central Excise, Goa.

Disallowance of Cenvat credit The Assistant (Service Tax) Commissioner Customs & Central Excise, Goa.











Cenvat Credit Rules ,2004

Statute Period to Amount which the (Rs. In amount Lakhs) relates

West Bengal Sales Tax Act, 1994 T003-2004 1017

2004-2005 4.77

Central Sales Tax Act, 1956 (West Bengal) 2006-2007 2.28

West Bengal Value Added Tax Act, 2003 2005-2006 4.17

2006-2007 2.44

2007-2008 1,12.54

Kerala General Sales Tax Act, 1963 2002-2003 13.05

Central Sales Tax, 1956 (Goa) 2005-2006 2,92.43

2006-2007 3,97.00

Goa Value Added Tax Act, 2005 2005-2006 0.31

2006-2007 2.07

Customs Act, 1962 1996 4.43

Cenvat Credit Rules ,2004 April2006 to 7.30 October 2009 November 1.39 2009 to September 2010

There were no disputed dues which remained unpaid in respect of Wealth Tax and Cess during the period.

xi. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the period for long- term investment.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No.117366W)

K. A. Katki Partner (Membership No. 038568)

MUMBAI, February 28, 2011


Nov 30, 2009

1. We have audited the attached Balance Sheet of Abbott India Limited, ("the Company"), as at November 30, 2009, the Profit and Loss Account and also the Cash Flow Statement 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Statement on Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Attention is invited to note B (4) of Schedule 16 annexed to and forming part of the financial statements, regarding the re-appointment of and remuneration paid to the Managing Director, subsequent to the date of reappointment, i.e. November 01, 2009, amounting to Rs 16.87 lakhs, which is subject to the approval of the Members at the ensuing Annual General Meeting of the Members of the Company.

5. Further to our comments in the Annexure referred to above, we report that :

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from directors as on November 30, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on November 30, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at November 30, 2009;

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

(c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of the Auditors Report on the Accounts of Abbott India Limited

1. In respect of its fixed assets:

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

(b) Physical verification of fixed assets is being conducted in a phased programme by the management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) Although some of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the Company to continue as a going concern is not affected.

2. In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations 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) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted or taken any loan secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly sub clauses (a), (b), (c), (d), (e), (f) and (g) of clause (iii) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and 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 such internal controls.

5. To the best of our knowledge and belief and according to the information and explanations given to us, there were no transactions required to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the internal audit functions carried out during the year by an external entity appointed by the management have been commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the Company relating to the manufacture of formulations, pursuant to the Order 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 records have been maintained and the prescribed accounts are in the process of being made up. We have however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

9. In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate authorities during the year; except that: Provident Fund (along with Interest and damages) in respect of an International worker amounting to Rs 13.47 lakhs, was outstanding for more than 6 months as at the year end. The said amount has since been paid subsequent to the year end.

(b) According to the information and explanations given to us, details of disputed Income Tax, Excise Duty, Sales Tax and Customs Duty, which have not been deposited as on November 30, 2009 on account of any dispute are given below:

Nature of Statute Nature of Dues Amount Rs In Lakhs

Income Tax Act, 1961 Disputed Income Tax Demand 1,15.78 Disputed Income Tax Demand 23.90

Disputed Income Tax Demand 39.02

Central Excise Act, 1944 Classification dispute 3.20

Modvat credit availed on inputs 0.93

Modvat credit availed on capital goods 0.33

Recovery of amount allegedly refunded 1.00 erroneously

Reversal of credit for Cremaffin & 2.63 Furamide brought back for relabeling.

Denial of Modvat credit on material 0.64 received beyond the stipulated period of six months from the date of invoice-Jejuri

Demand for excise duty on empty plastic 0.54 containers

Classification dispute 24.27

2.33

The Bombay Sales Tax Act, Disputed Set off 39.87 1959

Disputed Set off 9.07

Uttar Pradesh Trade Tax Act, Enhancement of turnover 2.30 1948

Breakages & Damages Claim Disallowed 0.26

Seizure of Consignment by mobile squad 0.72

West Bengal Sales Tax Act, Breakages and Damages claim 10.17 1994 Disallowed

Disallowance of Bonus Claim and Sales 4.77 Return

Central Sales Tax Act, 1956 Form F Pending 0.19 (West Bengal)

0.19

Form F Demand 0.09

Disallowance of declaration forms 2.28

West Bengal Value Added Tax Non consideration of Challan of 4.17 Act, 2003 Rs 2.68 lakhs, Credit Note disallowance & Interest imposed.

Disallowance of Credit Notes, Sales to 2.44 institutions etc

Kerala General Sales Tax Act, Tax on stock transfer treated as sales 10.91 1963

Rajasthan Value Added Tax Act, Disallowance of Credit Notes 1.15 2003

Central Sales Tax Act, 1956 Declaration Forms (F forms) 0.44 (Rajasthan)

Central Sales Tax Act, 1956 Disallowance of Declaration Forms 2,92.43 (Goa)

Goa Value Added Tax Act, 2005 Disallowance of Input Tax Credit 0.31

Customs Act, 1962 Demand for payment of differential duty 4.43



Nature of Stataue Period to Forum where dispute is which the pending Amount relates

Income Tax Act, 1961 A.Y. 2004-2005 CIT (Appeals)

A.Y. 2005-2006 CIT (Appeals)

A.Y. 2006-2007 CIT (Appeals)

Central Excise Act, 1944 1991-1992 Commissioner (Appeals)

1993-1994 Commissioner

1994-1995 Assistant Commissioner

2000 Assistant Commissioner

1994-1995 Commissioner

1997-1998 Assistant Commissioner

1998-2002 Assistant Commissioner

2005 CESTAT

2006 CESTAT

The Bombay Sales Tax Act, 1959 1999-2000 Assistant Commissioner of Sales Tax

2000-2001 Maharashtra Sales Tax Tribunal

Uttar Pradesh Trade Tax Act, 1948 1988-1989 Additional Commissioner (Appeals)

1996-1997 Trade Tax Tribunal

2008-2009 Joint Commissioner (Appeals)

West Bengal Sales Tax Act, 1994 2003-2004 Revisional Authority, Commercial Taxes, West Bengal

2004-2005 Appellate Revisional Board, Commercial Taxes, West Bengal

Central Sales Tax Act, 1956 (West Bengal) 2003-2004 Revisional Authority, Commercial Taxes, West Bengal

2004-2005 Deputy Commissioner of Commercial Taxes

2005-2006 Deputy Commissioner of Commercial Taxes

2006-2007 Sr Joint Commissioner of Commercial Taxes

West Bengal Value Added Tax Act, 2003 2005-2006 Appellate Revisional Board, Commercial Taxes, West Bengal

2006-2007 Sr Joint Commissioner of Commercial Taxes

Kerala General Sales Tax Act, 1963 2002-2003 Sales Tax Appellate Tribunal, Additional Bench

Rajasthan Value Added Tax Act, 2003 2005-2006 Assistant Commissioner, Special Circle

Central Sales Tax Act, 1956 (Rajasthan) 2005-2006 Assistant Commissioner, Special Circle

Central Sales Tax Act, 1956 (Goa) 2005-2006 Assistant Commissioner of Commercial Taxes, Margao, Goa.

Goa Value Added Tax Act, 2005 2005-2006 Assistant Commissioner of Commercial Taxes, Margao, Goa.

Customs Act, 1962 1996 Commissioner (Appeals)

There were no disputed dues which remained unpaid in respect of Wealth Tax, Service Tax and Cess during the year.

10. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not obtained any borrowings from any banks or financial institutions or by way of debentures.

12. In our opinion, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the Company is not a chit fund or a Nidhi/Mutual benefit fund/Society. Therefore, the provisions of clause (xiii) are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) are not applicable to the Company.

15. 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 institutions.

16. The Company has not obtained any term loans during the year.

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

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

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

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(ICAI Reg. No. 117366W)

K A KATKI

Mumbai, Partner

February 01, 2010 Membership No. 038568

 
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