Auditor Report of Centenial Surgical Suture Ltd.

Mar 31, 2016

To the Members of CENTENIAL SURGICAL SUTURE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CENTENIAL SURGICAL SUTURE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the 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, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016.

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 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing 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 the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers 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. An audit also includes evaluating the appropriateness of the 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2016, and 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, 2016 (“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.

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 the 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016.

(e). On the basis of the written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f). With respect to the adequacy of the internal financial controls over financial reporting of the Company & the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g). 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 did not have any pending litigations;

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.

Annexure referred to in paragraph ‘Report on Other Legal and Regulatory Requirements’ of our report of even date Re: CENTENIAL SURGICAL SUTURE LMITED (‘the Company’)

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

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

[b]. All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification 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.

[c]. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such 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, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion & according to the information and explanations given to us, there are no loans, guarantees, & securities granted in respect of which provisions of Section 185 & 186 of the Companies Act 2013 are applicable and hence not commented upon. Based on our audit procedures performed for the purpose of reporting the true & fair view of the financial statements and according to information and explanations given by the management, the Company has complied with provisions of Section 186 of the Companies Act 2013 with respect to investments made during the year.

(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 products, and are of the opinion that prima facie, the prescribed 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, 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, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues were in arrears as at March 31, 2016, for a period of more than six months from the date they became payable.

[c]. According to the records of the Company, there are no material dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax & cess on account of any dispute.

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank. Further, the Company does not have any debentures and loan from financial institution or government.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company did not raise any money way of initial public offer / further public offer / debt instruments and term loans during the year. Accordingly, reporting under clause (ix) is not applicable to the Company.

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

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with Directors or persons connected with him. Accordingly, 3(xv) of the order are not applicable to the Company.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF CENTENIAL SURGICAL SUTURE LIMITED. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

To the Members of CENTENIAL SURGICAL SUTURE LMITED

We have audited the internal financial controls over financial reporting of CENTENIAL SURGICAL SUTURE LMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Explanatory paragraph

We also have audited, 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, the financial statements of Company, which comprise the Balance Sheet as at March 31, 2016, and the related 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, and our report dated May 14, 2016 expressed an unqualified opinion thereon.

For M/s. A. VIJAYKUMAR & CO.,

CHARTERED ACCOUNTANTS

ICAI Firm Reg.No.: 009824S

per Omprakash G. Soni

Place : Mumbai, Maharashtra Partner

Date : May 14, 2016 Membership No.016090

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Mar 31, 2015

We have audited the accompanying financial statements of Centenial Surgical Suture Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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 the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls 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 operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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 aforesaid 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, and 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 Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 financial statements 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 (as amended);

e) . on the basis of the 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 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.

Annexure to the Independent Auditors' Report —March 31, 2015 (Referred to in our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory, except for goods-in transit and stock lying with third parties has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year end, written confirmations have been obtained.

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

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

(iii) In respect of Loans, Secured or Unsecured, granted by the Company to Companies, Firms or other parties covered in the register maintained under Section 189 of the Companies Act 2013, according to information and explanations given to us, the Company has not granted any unsecured loan to companies covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion, 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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2014, as amended and prescribed by the Central Government under Subsection (1) of Section 148 of the Companies Act, 2013, 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.

(vii) According to the information and explanations given to us, the Company has not given guarantees for loans taken by the others from banks and financial institutions.

(viii) In our opinion, the Company did not have any term loans outstanding during the year.

(ix) To 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 covered by our audit.

For M/s. A. VIJAY KUMAR & CO. CHARTERED ACCOUNTANTS ICAI Firm Reg. No.: 009824S

Sd/- Omprakash G. Soni Place of Signature : Mumbai, Maharashtra Partner May 30, 2015 Membership No.016090

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. CENTENIAL SURGICAL SUTURE LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2014, 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

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 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 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 accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) . in the case of the Statement of Profit & Loss, 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.

Report on Other Legal and Regulatory Requirements

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

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

a) We have obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the 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 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 General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

;) on the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT of CENTENIAL SURGICAL SUTURE LIMITED Annexure referred to in Paragraph 3 of our Report of Even Date

i) In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) Some of the fixed assets have been physical verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets of the Company at reasonable intervals having regards to the size of the Company and the nature of its assets. 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 year, 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.

ii) In respect of its inventories :

a) As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management. In respect of stores and spare parts and stock lying with consignment agents, the Company has a programme of physical verification of stocks at reasonable interval.

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 is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stock and book records were not material.

iii) a) According to the information and

explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (b, c and d) are not applicable to the Company.

e) According to the information and explanations given to us, the Company has taken loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

f) The rate of interest and other term and conditions of loans taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

g) The payment of interest amount in principle are as stipulated.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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 we have not observed any continuing failure to correct major weaknesses in such internal control system.

v) In respect of contracts or arrangements entered by the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) According to the information and explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction with the parties with whom transactions exceeding value of Rs.5,00,000.00 have been entered into during the financial year are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

ix) In respect of Statutory dues:

a) According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax and Customs Duty were outstanding, at the year end for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues in respect of Sales Tax, Custom Duty, Excise Duty and Income Tax under the Income Tax Act, 1961 (''IT Act'') on account of any dispute except Rs. 12,913.00 for Assessment Year 2003 ~ 2004 under the Income Tax Act, 1961 for excess interest charged. The case is pending with the Assistant Commissioner of Income Tax.

x) The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank,

xii) According to the information and

explanations given to us and based on the documents and records produced before 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) As per the present business activities of the Company, the requirements of Clause 4 (xiii a, b, c and d) are not appbcable to the Company.

xiv) As per the present business activities of the Company, the requirements of Clause 4 (xiv) is not applicable to the Company.

xv) 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 institution.

xvi) According to the information and

explanations given to us, no term loans have been taken during the year hence, the purpose for which the loans were applied is not applicable to the Company.

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

xviii) The Company has not made any preferential allotment of shares during the year.

xix) During the period covered by our audit report, the Company has not raised any money by public issue.

xx) 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 has been noticed or reported during the year.

For M/s. A. VIJAY KUMAR & CO. CHARTERED ACCOUNTANTS 1CAI Firm Reg. No.: 009824S

Omprakash G. Soni Mumbai, Maharashtra Partner May 30, 2014 Membership No.016090

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of CENTENIAL SURGICAL SUTURE LIMITED (''the Company'') which comprise the Balance Sheet of as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended & a summary of significant accounting policies & other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true & fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation & maintenance of internal control relevant to the preparation & presentation of the financial statements that give a true & fair view & 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 accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a), in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b). in the case of the Statement of Profit & Loss, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''order''), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227 (3) of the Companies Act, 1956, we report that :

i). we have obtained all the information & explanations, which to the best of our knowledge & 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 books of the branches have been submitted to us and the same have been audited and considered by us in preparing this report;

iv). the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

v). in our opinion, the Balance Sheet, Statement of Profit and Loss 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; and

vi). on the basis of written representations received from the Directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as at March 31, 2013 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

i). In respect of its fixed assets:

a). The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b). Some of the fixed assets have been physical verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets of the Company at reasonable intervals having regards to the size of the Company and the nature of its assets. 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 year, 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.

ii). In respect of its inventories :

a). As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management. In respect of stores and spare parts and stock lying with consignment agents, the Company has a programme of physical verification of stocks at reasonable interval.

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 is maintaining proper records-of inventory. The discrepancies noticed on physical verification between the physical stock and book records were not material.

iii). a). According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (b, c and d) are not applicable to the Company.

e). According to the information and explanations given to us, the Company has taken loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

f). The rate of interest and other term and conditions of loans taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

g). The payment of interest amount in principle are as stipulated.

iv). In our opinion-and according to th''e information and explanations given to us, there is an adequate internal control procedure 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 we have not observed any continuing failure to correct major weaknesses in such internal control system.

v). In respect of contracts or arrangements entered by the companies, firms or other parties covered in the register maintained under Section 301 of th Companies Act, 1956 :

a). According to the information & explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b). In our opinion and according to the information and explanations given to us, the transaction with the parties with whom transactions exceeding value of Rs.5,00,000.00 have been entered into during the financial year are reasonable having regard to the prevailing market prices at the relevant time.

vi). In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

viii).We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

ix). In respect of Statutory dues:

a). According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax and Customs Duty were outstanding, at the year end for a period of more than six months from the date they became payable.

b). According to the records of the Company, there are no dues in respect of Sales Tax, Custom Duty, Excise Duty & Income Tax under the Income Tax Act, 1961 (TT Act'') on account of any dispute except Rs.l 2,913.00 for Assessment Year 2003 ~ 2004 & Rs.2,16,940.00 for Assessment year 2010 ~ 2011 under the IT Act for excess interest charged. The case is pending with the Assistant Commissioner of Income Tax.

x). The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi). In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

xii). According to the information and explanations given to us and based on the documents and records produced before 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). As per the present business activities of the Company, the requirements of Clause 4 (xiii a, b, c and d) are not applicable to the Company.

xiv). As per the present business activities of the Company, the requirements of Clause 4 (xiv) is not applicable to the Company.

xv). 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 institution.

xvi). According to the information and explanations given to us, no term loans have been taken during the year hence, the purpose for which the loans were applied is not applicable to the Company.

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

xviii).The Company has not made any preferential allotment of shares during the year.

xix). During the period covered by our audit report, the Company has not raised any money by public issue.

xx). 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 has been noticed or reported during the year.

for VIPUL N. SHAH & ASSOCIATES

Chartered Accountants

Firm Registration No. 111547W

Sd/-

Vipul N. Shah

Mumbai, Maharashtra Proprietor

May 30, 2013 Membership No. : 40346

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Mar 31, 2012

1. We have audited the attached Balance Sheet of CENTENIAL SURGICAL SUTURE LIMITED as at March 31, 2012, the Profit and Loss Account and the Cash Flow statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 books of the branches have been submitted to us and the same have been audited and considered by us in preparing this report;

iv). the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

v). in our opinion, the Balance Sheet, the 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.

vi). on the basis of written representation received from the Directors, as on March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at March 31,2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii). 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:

a), in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

b). in the case of the Profit & Loss Account, of the profit for the year ended on that date;

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

ANNEXURE TO THE AUDITOR'S REPORT OF CENTENIAL SURGICAL SUTURE LIMITED ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

i). In respect of its fixed assets:

a). The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b). Some of the fixed assets have been physical verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets of the Company at reasonable intervals having regards to the size of the Company and the nature of its assets. 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 year, 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.

ii). In respect of its inventories :

a). As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management. In respect of stores and spare parts and stock lying with consignment agents, the Company has a programme of physical verification of stocks at reasonable interval.

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 is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stock and book records were not material.

iii). a). According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (b, c and d) are not applicable to the Company.

e). According to the information and explanations given to us, the Company has taken loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

f). The rate of interest and other term and conditions of loans taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

g). The payment of interest amount and principle amount are as stipulated.

iv). In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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 we have not observed any continuing failure to correct major weaknesses in such internal control system.

v). In respect of contracts or arrangements entered by the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

a). According to the information & explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b). In our opinion and according to the information and explanations given to us, the transaction with the parties with whom transactions exceeding value of Rs.5,00,000 have been entered into during the financial year are reasonable having regard to the prevailing market prices at the relevant time.

vi). In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

viii). We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1 )(d) of the Companies Act,1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

ix). In respect of Statutory dues:

a). According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax and Customs Duty were outstanding, at the year end for a period of more than six months from the date they became payable.

b). According to the records of the Company, there are no dues in respect of Sales Tax, Custom Duty, Excise Duty and Income Tax under the Income Tax Act, 1961 (TT Act') on account of any dispute except Rs.12,913/- for Assessment Year 2003-2004 under the Income Tax Act, 1961 for excess interest charged. The case is pending with the Assistant Commissioner of Income Tax.

x). The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi). In our opinion and according to the informatiop and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

xii). According to the information and explanations given to us and based on the documents and records produced before 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). As per the present business activities of the Company, the requirements of Clause 4 (xiii a, b, c and d) are not applicable to the Company.

xiv). As per the present business activities of the Company, the requirements of Clause 4 (xiv) is not applicable to the Company.

xv). According to the information and explanations given to us, the Company has not given any guarantee for loans take i by others from bank or financial institution.

xvi). According to the information and explanations given to us, no term loans have been taken during the year hence, the purpose for which the loans were applied is not applicable to the Company.

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

xviii).The Company has not made any preferential allotment of shares during the year.

xix). During the period covered by our audit report, the Company has not raised any money by public issue.

xx). 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 has been noticed or reported during the year.

for, VIPUL N. SHAH & ASSOCIATES

Chartered Accountants

Firm Registration No. 111547W

Vipul N. Shah Mumbai Proprietor

August 13, 2012 Membership No.: 40346

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Mar 31, 2011

1). We have audited the attached Balance Sheet of CENTENIAL SURGICAL SUTURE LTD. as at March 31, 2011, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3). As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

4). Further to our comments in the Annexure referred to in paragraph (3) 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 books of the branches have been submitted to us and the same have been audited and considered by us in preparing this report;

iv). the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

v). in our opinion, the Balance Sheet, the 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.

vi). on the basis of written representation received from the Directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at March 31, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii). 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:

a), in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

b). in the case of the Profit & Loss Account, of the profit for the year ended on that date;

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

ANNEXURE TO THE AUDITOR'S REPORT ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

i). In respect of its fixed assets :

a). The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b). Some of the fixed assets have been physical verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets of the Company at reasonable intervals having regards to the size of the Company and the nature of its assets. 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 year, 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.

ii). In respect of its inventories :

a). As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management. In respect of stores and spare parts and stock lying with consignment agents, the Company has a programme of physical verification of stocks at reasonable interval.

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 is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stock and book records were not material.

iii). a). According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (b, c and d) are not applicable to the Company.

e). According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (f and g) are not applicable to the Company.

iv). In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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 we have not observed any continuing failure to correct major weaknesses in such internal control system.

v). In respect of contracts or arrangements entered by the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

a). According to the information & explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b). In our opinion and according to the information and explanations given to us, the transaction with the parties with whom transactions exceeding value of Rs.5,00,000 have been entered into during the financial year are reasonable having regard to the prevailing market prices at the relevant time.

vi). In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

viii). According to the information and the explanations given to us and to the best of our knowledge, the Central Government has not prescribed the maintenance of the Cost Records under section 209 (1) (d) of the Companies Act, 1956.

ix). In respect of Statutory dues :

a). According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax and Customs Duty were outstanding, at the year end for a period of more than six months from the date they became payable.

b). According to the records of the Company, there are no dues in respect of Sales Tax, Custom Duty, Excise Duty and Income Tax under the Income Tax Act, 1961 ('IT Act') on account of any dispute except Rs.12,913/- for Assessment Year 2003-2004 under the Income Tax Act, i 961 for excess interest charged. The case is pending with the Assistant Commissioner of Income Tax.

x). The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi). In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

xii). According to the information and explanations given to us and based on the documents and records produced before 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). As per the present business activities of the Company, the requirements of Clause 4 (xiii a, b, c and d) are not applicable to the Company.

xiv). As per the present business activities of the Company, the requirements of Clause 4 (xiv) is not applicable to the Company.

xv). 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 institution.

xvi). According to the information and explanations given to us, no term loans have been taken during the year hence, the purpose for which the loans were applied is not applicable to the Company.

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

xviii).The Company has not made any preferential allotment of shares during the year. Clause 4 (xviii) and Clause 4 (xix) are not applicable to the Company.

xix). During the period covered by our audit report, the Company has not raised any money by public issue.

xx). 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 has been noticed or reported during the year.

for, VIPUL N. SHAH & ASSOCIATES Firm Registration No. 111547W Chartered Accountants

Vipul N. Shah Proprietor Membership No.: 40346

Murbad, Thane, August 12, 2011

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Mar 31, 2010

1) We have audited the attached Balance Sheet of CENTENIAL SURGICAL SUTURE LTD. as at March 31, 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2). We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

4). Further to out comments in the Annexure referred to in paragraph (3) 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 books of the branches have been submitted to us and the same have been audited and considered by us in preparing this report;

iv) the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

v). in our opinion, the Balance Sheet, the 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.

vi). on the basis of written representation received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vii)r 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:

a), in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

i). In respect of its fixed assets :

a]. The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b). Some of the fixed assets have been physical verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets of the Company at reasonable intervals having regards to the size of the Company and the nature of its assets. 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 year, 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.

ii). In respect of its inventories :

a). As explained to us, the inventories of finished and semi-finished goods and raw materials were physically verified during the year by the Management In respect of stores and spare parts and stock lying with consignment agents, the Company has a programme of physical verification of stocks at reasonable interval.

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 is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical slock and book records were not material.

iii). a). According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) {b, c and d} are not applicable to the Company.

b). According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. In view of this, clauses (iii) (f and g] are not applicable to the Company

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure 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 we have not observed any continuing failure to correct major weaknesses in such internal control system.

v). In respect of contracts or arrangements entered by the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 :

a). According to the information & explanations provided by the management, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered,

b). In our opinion and according to the information and explanations given to us, the transaction with the parties with whom transactions exceeding value of Rs. 5,00,000.00 have been entered into during the financial year are reasonable having regard to the prevailing market prices at the relevant time,

vi). In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

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

vlii). According to the information and the explanations given to us and to the best of our knowledge, the Central Government has not prescribed the maintenance of the Cost Records under section 209 (1) (d) of the Companies Act, 1956,

ix). In respect of Statutory dues:

a). According to the information and explanations given to us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it with appropriate authorities during the year According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Sales Tax and Customs Duty were outstanding, at the year end for a period of more than six months from the date they became payable.

b). According to the records of the Company, there are no dues in respect of Sales Tax, Custom Duty, Excise Duty and Income Tax under the Income Tax Act, 1961 {IT Act) on account of any dispute except Rs,12,91 3/- for Assessment Year 2003-2004 under the Income Tax Act, 1961 for excess interest charged. The case is pending with the Assistant Commissioner of Income Tax.

x). The Company does not have any accumulated losses and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi). In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

xii). According to the information and explanations given to us and based on the documents and records produced before 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). As per the present business activities of the Company, the requirements of Clause 4 {xiii a, b, c and d) are not applicable to the Company.

xiv) As per the present business activities of the Company, the requirements of Clause 4 (xiv) is not applicable to the Company.

xv). 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 institution.

xvi). According to the information and explanations given to us, no term loans have been taken during the year hence, the purpose for which the loans were applied is not applicable to the Company.

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

xviii).The Company has not made any preferential allotment of shares during the year. Clause 4 {xviii) and Clause 4 {xixj are. not applicable to the Company.

xix). During the period covered by our audit report, the Company has rot raised any money by public issue,

xx). 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 has been noticed or reported during the year.

for VlPUL N. SHAH & ASSOCIATES

Firm Reg. No. 111547W Chartered Accountants

Vipul N. Shah Proprietor Murbad, Thane, August 14, 2010 Membership No.: 40346