Auditor Report of Colinz Laboratories Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Colinz Laboratories 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 principles generally accepted in India including Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th Septembet,2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013 and the accounting principles generally accepted in India. This responsibility includes the design , implementation and maintenance of internal control relevant to preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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 misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the companies preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our Opinion and to the best of our information and according to the explanations given to us, the 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.

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

b) In the case of Statement of Profit and 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 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 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in the agreement with the books of accounts.

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

e) On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE

Re: COLINZ LABORATORIES LIMITED. ( Referred to in paragraph 1 of our Report of even date)

1. (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 during the year by the management. According to the information and explanations given to us, no material discrepancies were noticed on verification.

(c) There was no disposal of any fixed assets during the year.

2. (a) The inventory has been physically verified during the year by the Management. In our Opinion, the frequency of verification is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

3. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (iii) of para (iv) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In respect of contracts or arrangements refer to in section 301 of the Companies Act 1956(as amended from time to time) :

(a) in our opinion and explanation given to us the transactions made in pursuance of contracts or arrangements that need to be entered in register maintained under section 301 of the Companies Act 1956 ,have been so entered.

(b) in our opinion and explanation given to us, the transaction made in pursuance of contracts or arrangements referred to in section 301 of the Act are, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of the products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub- section(1) of section 209 of the Act, 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 records with a view to determine whether they are accurate or complete.

9. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31-03-2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10. 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.

11. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report ) Order, 2003 are not applicable to the Company.

14. In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions.

16. On the basis of the records examined by us and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima-facie, applied the term loans for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short-term basis have been used for long-term investments by the Company.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise.

20. The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

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

For S. V. BHAT & CO. Chartered Accountants FIRM REG.NO:- 101298W

Date : 15th May ,2014 S. V. BHAT Place : Mumbai. (Partner) M. No. 37237

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Colinz Laboratories Limited ("the company"), which comprises the Balance Sheet as at March 31, 2013, 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design , implementation and maintenance of internal control relevant to preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. 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 misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the companies preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our Opinion and to the best of our information and according to the explanations given to us, the 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.

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

b) In the case of Statement of Profit and 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 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 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in the agreement with the books of accounts.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(l)(g) of the Act.

ANNEXURE

Re: COLINZ LABORATORIES LIMITED. ( Referred to in paragraph 1 of our Report of even date)

1. (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 during the year by the management. According to the information and explanations given to us, no material discrepancies were noticed on verification.

(c) There was no disposal of any fixed assets during the year.

2. (a) The inventory has been physically verified during the year by the Management. In our Opinion, the frequency of verification is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

3. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (hi) of para 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. In respect of contracts or arrangements refer to in section 301 of the Companies Act 1956 :

(a) in our opinion and explanation given to us the transactions made in pursuance of contracts or arrangements that need to be entered in register maintained under section 301 of the Companies Act 1956, have been so entered.

(b) in our opinion and explanation given to us, the transaction made in pursuance of contracts or arrangements referred to in section 301 of the Act are, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. We have broadly reviewed the books of accounts maintained by the Company in respect of the products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub- section(l) of section 209 of the Act, 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 records with a view to determine whether they are accurate or complete.

9. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31-03-2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10. 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.

11. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions.

16. On the basis of the records examined by us and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima-facie, applied the term loans for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that no funds raised on short-term basis have been used for long-term investments by the Company.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise.

20. The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

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

For S.V.BHAT & CO.

(Chartered Accountants)

REG. NO:- 101298W

S. V. BHAT

Date: 15th May, 2013 Proprietor

Place: Mumbai MEMBERSHIP NO. 37237

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Colinz Laboratories Limited as at 31st March, 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1] As required by the Companies (Auditors' Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 of the said Order.

2] Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 Accounts as required by Law have been kept by the Company so far as appears from our examination of such books.

c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the Books of Accounts.

d] In our opinion and to the best of our information, Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956.

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

f] In our opinion and to the best of our information and according to the explanations given to us, the said accounts alongwith 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:

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

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

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

ANNEXURE

Re: COLINZ LABORATORIES LIMITED. ( Referred to in paragraph 1 of our Report of even date)

1. (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 during the year by the management. According to the information and explanations given to us, no material discrepancies were noticed on verification.

(c) There was no disposal of any fixed assets during the year.

2. (a) The inventory has been physically verified during the year by the Management. In our Opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

3. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (iii) of para 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) The Particulars of contracts or arrangements referred to in section 301 of the Act, have been entered in the register maintained under that section.

(b) The transaction made in pursuance of contracts or arrangements referred to in section 301 of the Act are, in our opinion, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (l)(d) of the Companies Act, 1956.

9. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31-03-2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10. 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.

11. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to t he Company.

14. In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions.

16. On the basis of the records examined by us and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima-facie, applied the term loans for the purposes for which they were obtained.

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise.

20. The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

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

For S. V. BHAT & CO.

Chartered Accountants

FIRM REG.NO:- 101298W

S. V. BHAT. Proprietor MEMBERSHIP No. - 37237 Date : 15th May, 2012 Place : Mumbai.

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Colinz Laboratories Limited as at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1] As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 of the said Order.

2] Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 Accounts as required by Law have been kept by the Company so far as appears from our examination of such books.

c] The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the Books of Accounts.

d] In our opinion and to the best of our information, Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956.

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

f] In our opinion and to the best of our information and according to the explanations given to us, the said accounts along with 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:

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

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

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

ANNEXURE

Re: COLINZ LABORATORIES LIMITED. ( Referred to in paragraph 1 of our Report of even date)

1. (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 during the year by the management. According to the information and explanations given to us, no material discrepancies were noticed on verification.

(c) There was no disposal of any fixed assets during the year.

2. (a) The inventory has been physically verified during the year by the Management. In our Opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

3. The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (iii) of para 4 of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) The Particulars of contracts or arrangements referred to in section 301 of the Act, have been entered in the register maintained under that section.

(b) The transaction made in pursuance of contracts or arrangements referred to in section 301 of the Act are, in our opinion, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (l)(d) of the Companies Act, 1956.

9. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31-03-2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

10. 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.

11. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank.

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

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the Company in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions.

16. On the basis of the records examined by us and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we have to state that, the Company has, prima-facie, applied the term loans for the purposes for which they were obtained.

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise.

20. The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

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

For S. V. BHAT & CO.

Chartered Accountant

S.V.Bhat

Proprietor

MEMBERSHIP No. - 37237

FIRM REG.NO.- 101298W

Date : 17th May, 2010.

Place : Mumbai.

---

Mar 31, 2009

We have audited the attached Balance Sheet "of M/s Colinz Laboratories Limited as at 31st March, 2009, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto These financial statements are the responsibility of the Companys Management Our responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with 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 disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion

1 As required by the Companies (AuditorsReport) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 of the said Order

2 Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 Accounts as required by Law have been kept by the Company so far as appears from our examination of such books

c The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the Books of Accounts

d In our opinion and to the best of our information, Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956

e On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2009 from being appointed as a Director in terms of Section 274(l)(g) of the Companies Act, 1956

f In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with 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:

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

ii) in the case of Profit and Loss Account of the profit of the Company for the year-ended on that date; and

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

ANNEXURE

Re: COLINZ LABORATORIES LIMITED ( Referred toin paragraph 1 of our Report of even date)

1 (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 dining the year by the management According to the information and explanations given to us, no material discrepancies were noticed on verification

(c)There was no disposal of any fixed assets during the year, except an old motor car:

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

(b) The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Companyand the nature of the business

(c) The Company has maintained proper records of inventory No material discrepancies were noticed on physical verification of inventory

3 The Company has not granted or taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Therefore, the provisions of sub-clause (b), (c), (d), (e), (f) and (g) of sub-para (iii) of para 4 of the order are not applicable

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls

5 (a) The Particulars of contracts or arrangements referred to in section 301 of the Act, have been entered in the register maintained under that section

(b) The transaction made in pursuanceof contracts or arrangements referred to in section 301 of the Act are, in our opinion, at prices which are reasonable having regard to the prevailing market prices at the relevant time

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

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

8 The Central Government has not prescribed maintenance of Cost Records under Section 209 (l)(d) of the Companies Act, 1956

9 (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund income tax, sales tax, wealth tax, custom duty, excise duty, service tax, cess and other material statutory dues applicable to it According to the information and explanations given to us, provisions of Employees State Insurance Act is not applicable to the Company

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, service tax and cess were in arrears, as at 31-03-2009 for a period of more than six months from the date they became payable

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute

10 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

11 In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank

12 According to the Information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report ) Order, 2003 are not applicable to the Company

14 In respect of shares, securities or other investments dealt in or traded by the Company, proper records are maintained in respect of transactions and contracts and timely entries have been made therein All the investments are held by the Company in its own name

15 In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from Bank or Financial Institutions

16 On the basis of the records examined by us and relying on the information compiled by the Company for co- relating the funds raised to the end use of term loans, we have to state that, the Company has,prima-facie, applied the term loans for the purposes for which they were obtained

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments by the Company

18 The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 and therefore the question of the price at which shares have been issued is prejudicial to the interest of the Company does not arise

19 The Company has not issued debentures and therefore the question of creation of security in respect of debentures does not arise

20 The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise

21 According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit



For S V BHAT & CO Chartered Accountants S V BHAT Proprietor M No 37237

Date : 9th June, 2009 Place : Mumbai