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Auditor Report of Hester Biosciences Ltd.

Mar 31, 2015

We have audited the accompanying Standalone financial statements of HEsTER BioscI ENcEs Limited ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the 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.

Auditors' 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 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 disclosures in the financial statements. The procedures selected depend on the Auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company's preparation of the financial statements, that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 manners so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the Company as at 31 March 2015; and its Profit and its cash flows of the Company for the Year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

f) With respect to the other matters to be included in the Auditors' report in accordance with rule 11 of the companies (Audit and Auditors) rules, 2014, in our opinion and to our best of our information and according to the explanations given to us :

i. the company did not have any pending litigations which would impact its financial position in its financial statements.

ii. the company did not have any long term contracts including derivative contracts for which there were any material Foreseeable losses.

iii. company has yet to transfer a sum of H214,208 to investor Education and Protection Fund on account of Unclaimed Dividend which was due for transfer on 17 october 2014.

Annexure to the Independent Auditors' Report

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

(i) in respect of Fixed Assets :

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

(b) the company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(ii) in respect of its inventories :

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

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

(c) in our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) the company has granted unsecured interest free loans to companies covered in the register maintained under section 189 of the companies Act, 2013.

(a) Loans granted by the company to companies covered in the register maintained under section 189 of the companies Act, 2013 are interest free and are repayable on demand.

(b) there are no overdue amounts of more than rupees one lakh in respect of loans granted to the companies listed in the register maintained under section 189 of the companies Act, 2013.

(iv) in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal controls system.

(v) According to the information and explanation given to us, the company has not accepted any deposit during the year and accordingly section 73 and 76 of the companies Act, 2013 is not required to be complied with. During the year, company has repaid deposits remaining outstanding as at the beginning of the year and has complied with the directives issued by the Reserve Bank of india and the provisions of sections 74 and 75 or any other relevant provisions of the companies Act and the rules framed thereunder. We are informed that no order has been passed by company Law Board or National company Law Tribunal or Reserve Bank of india or any court or any other tribunal.

(vi) We have broadly reviewed the books of account, relating to materials and other items of cost maintained by the company in respect of products where pursuant to the rules made by the central Government, the maintenance of cost Records has been prescribed under sub-section (1) of section 148 of the companies Act, 2013. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. the same have been examined and audited by an independent cost accountant.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income- tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, there are no dues of income tax or sales tax or wealth tax or service tax or duty of custom or duty of excise or value added tax or cess which have not been deposited on account of any dispute.

(c) A sum of Rs.214,208 required to be transferred to investor education and protection fund in accordance with the relevant provisions of the companies Act, 1956 (1 of 1956) and rules made thereunder has not been transferred to such fund within time.

(viii) The company does not have accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year;

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

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

(xi) in our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised and obtained;

(xii) To the best of our knowledge and according to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year.

For SHAH NARIELWALA & CO chartered Accountants [FRN: 109708W]

Naishadh H. Shah

Place: Ahmedabad Partner Date: 28 May 2015 Membership No: 042323


Mar 31, 2014

We have audited the accompanying financial statements of HESTER BIOSCIENCES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s management is responsible for the preparation of these 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 notified under the Companies Act,1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 of 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of 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 manners so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of the Corporate Affairs in respect of Section 133 of the Companies Act,2013.

e) On the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 Independent Auditor''s Report

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

We report that -

(1) In respect of its fixed assets:

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

(ii) The Company has a regular programme of Physical verification of its fixed assets in periodic phase manner. In our opinion, this periodicity of Physical verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(iii) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(2) In respect of its inventories:

(i) The inventories except stocks lying with the third parties have been physically verified during the year as also at the end of the year by management. In our opinion, the frequency of verification is reasonable.

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

(iii) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) In respect of loans granted or taken to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(i) The Company has granted interest free loans to two Companies listed in the register maintained under Section 301 of the Companies Act, 1956. Outstanding balance of loans granted at the year end was Rs. 3,951,409/- (P.Y. Rs. 2,947,277/-). Maximum outstanding at any time during the year of loans granted was Rs. 4,259,881/- (P.Y. Rs. 4,957,277/-).

(ii) In our opinion and according to the information and explanations given to us, other terms and conditions on which interest free loans have been granted to companies / other parties listed in the register maintained under Section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the Company.

(iii) The interest free loans granted by the Company are repayable on demand.

(iv) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Accordingly, paragraph (iii) (f) and (iii) (g) of the order are not applicable to the company.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal controls system.

(5) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956; to the best of our knowledge and belief and according to the information and explanation given to us:

(i) We are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) There are no transactions, which are made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and are exceeding the value of rupees five lakhs in respect of any party during the year.

(6) In our opinion and according to the information and explanation given to us, the company has complied with the directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed thereunder, where applicable with regards to the deposits accepted from public. We are informed that no order has been passed by the Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(8) We have broadly reviewed the books of account, relating to materials and other items of cost maintained by the company in respect of product where pursuant to the rules made by the Central Government, the maintenance of Cost Records has been prescribed under section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. The same have been examined and audited by an independent cost accountant.

(9) In respect of statutory and other dues :

(i) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees'' state insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other statutory dues applicable to it, during the year.

(ii) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid statutory dues were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(iii) According to the information and explanations given to us, there are no dues in respect of aforesaid statutory dues that have not been deposited with appropriate authority on account of dispute.

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

(11) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any debentures or any outstanding loans from financial institutions during the year.

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

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

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) 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.

(16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(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 the no funds raised on short-term basis have been used for long-term investment.

(18) Based on our examination of records and the information provided to us by management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(19) During the period covered by our audit report, the company has not issued any debentures.

(20) The company has not raised money through a public issue during the year. Accordingly clause 4(xx) of the order is not applicable.

(21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH NARIELWALA & CO CHARTERED ACCOUNTANTS [FRN: 109708W]

(Naishadh H. Shah) Place : Ahmedabad Partner Date : 30 May, 2014 Member ship No: 042323


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 of 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 31st March, 2013,

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 subsection (3C) of section 211 of the Companies Act, 1956,

e) On the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

We report that -

(1) In respect of its fixed assets:

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

(ii) The Company has a regular programme of Physical verification of its fixed assets in phase manner over a period of three years. In our opinion, this periodicity of Physical verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(iii) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

(2) In respect of its inventories:

(i) The inventories except stocks lying with the third parties have been physically verified during the year as also at the end of the year by management. In our opinion, the frequency of verification is reasonable.

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

(iii) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) In respect of loans granted or taken to / from companies, firms or other parties in the Register maintained under Section 301 of the Companies Act, 1956:

(i) The Company has granted interest free loans to three Companies listed in the register maintained under Section 301 of the Companies Act, 1956. Outstanding balance of loans granted at the year end was Rs.2,947,277/-(Rs.2,036,444/-). Maximum outstanding at any time during the year of loans granted was Rs. 4,957,277/- (Rs.2,042,799/-).

(ii) In our opinion and according to the information and explanations given to us, terms and conditions on which interest free loans have been granted to companies / other parties listed in the register maintained under Section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the Company.

(iii) The interest free loans granted by the Company are repayable on demand.

(iv) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs (iii) (e) to (g) of the Order are not applicable to the company.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal controls system.

(5) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956; to the best of our knowledge and belief and according to the information and explanation given to us:

(i) We are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) There are no transactions, which are made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and are exceeding the value of rupees five lakhs in respect of any party during the year.

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

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

(8) We have broadly reviewed the books of account, relating to materials and other items of cost maintained by the company in respect of product where pursuant to the rules made by the Central Government, the maintenance of Cost Records has been prescribed under section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. The same have been examined and audited by an independent cost accountant.

(9) In respect of statutory and other dues :

(i) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees'' state insurance, Income- tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and other statutory dues applicable to it, during the year.

(ii) 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 were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(iii) According to the information and explanations given to us, there are no dues in respect of income tax, sales tax, wealth tax, excise duty, service tax that have not been deposited with appropriate authority on account of dispute.

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

(11) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank. The Company did not have any debentures or any outstanding loans from financial institutions during the year.

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

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

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) 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.

(16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

(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 the no funds raised on short-term basis have been used for long-term investment.

(18) Based on our examination of records and the information provided to us by management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(19) During the period covered by our audit report, the company has not issued any debentures.

(20) The company has not raised money through a public issue during the year. Accordingly clause 4(xx) of the order is not applicable.

(21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH NARIELWALA & CO

Chartered Accountants

[FRN: 109708W]

(Naishadh H. Shah)

Place : Ahmedabad Partner

Date : May 30, 2013 Member ship No: 042323


Mar 31, 2012

1. We have audited the attached Balance Sheet of Hester Biosciences Ltd. as at 31 March, 2012 and also the Statement of Profit and Loss and Cash Flow Statement 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.

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 ("the order"), as amended, issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply, in all material respects, with the applicable accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the statement on Significant Accounting Policies and Notes to the financial statements 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 31 March, 2012;

b. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; an

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

As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanations given to us and also on the basis of such checks as we considered appropriate, we further report that:

1) In respect of its fixed assets:

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

ii) All the 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.

iii) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2) In respect of its inventories:

i) The inventory has been physically verified during the year as also at the end of the year by management. In our opinion, the frequency of verification is reasonable.

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

iii) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) In respect of loans granted or taken to / from companies, firms or other parties in the Register maintained under Section 301 of the Companies Act, 1956:

i) The Company has granted interest free loans to two Companies listed in the register maintained under Section 301 of the Companies Act, 1956. Outstanding balance of loans granted at the year end was Rs. 2,036,444/-(Rs. 1,069,829/-). Maximum outstanding at any time during the year of loans granted was Rs. 2,142,799/-(Rs. 1,088,557/-).

ii) In our opinion and according to the information and explanations given to us, terms and conditions on which interest free loans have been granted to companies / other parties listed in the register maintained under Section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the Company.

iii) The interest free loans granted by the Company are repayable on demand.

iv) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs (iii) (e) to (g) of the Order are not applicable to the Company.

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

5) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956; to the best of our knowledge and belief and according to the information and explanation given to us:

i) We are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

ii) There are no transactions, which are made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and are exceeding the value of rupees five lakhs in respect of any party during the year.

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

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

8) We have broadly reviewed the books of account, relating to materials and other items of cost maintained by the Company in respect of product where pursuant to the rules made by the Central Government, the maintenance of Cost Records has been prescribed under section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. The same have been examined and audited by an independent cost accountant.

9) In respect of statutory and other dues :

i) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees' state insurance, Income- tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess and other statutory dues applicable to it, during the year.

ii) 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 outstanding, as at 31 March, 2012 for a period of more than six months from the date they became payable.

iii) According to the information and explanations given to us, there are no dues in respect of income tax, sales tax, wealth tax, excise duty, service tax or cess that have not been deposited with appropriate authority on account of dispute.

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

11) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

14) The Company is not dealing or trading in shares, securities, debentures and other investments.

15) 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.

16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

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 the no funds raised on short-term basis have been used for long-term investment.

18) During the year company allotted Equity Shares to parties and companies covered in the register maintained under section 301 of the Act, by conversion of equity warrants preferentially allotted to such parties and companies in the immediate preceding previous year at a price not prejudicial to the interest of the Company.

19) During the period covered by our audit report, the Company has not issued any debentures.

20) The Company has not raised money through a public issue during the year. Accordingly clause 4(xx) of the order is not applicable.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For SHAH NARIELWALA & CO

Chartered Accountants

[FRN: 109708W]

(Naishadh H. Shah)

Place : Ahmedabad Partner

Date : August 14, 2012 Member ship No: 042323


Mar 31, 2010

We have audited the attached Balance Sheet of Hester Biosciences Ltd. as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date. 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 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.

As required by the Companies (Auditors Report) Order, 2003 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basic of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report have been prepared, in all material respects, in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

v. On the basis of written representations received from the directors of the company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956;

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

a. in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010:

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

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

Annexure to the Auditors Report referred to in Paragraph-3 of our report of even date

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government under section 227(4A) of the Companies Act, 1956 and in terms of the information and explanations given to us and also on the basis of such checks as we considered appropriate, we further report that:

(1) (i) The company has maintained proper records showing

full particulars including quantitative details and situation of fixed assets.

(ii) All the 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.

(iii) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

(2) (i) The inventory has been physically verified during the year as also at the end of the year by management. In our opinion, the frequency of verification is reasonable.

(ii) 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.

» (iii) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(3) (i) The Company has granted loans to Companies listed in the register maintained under Section 301 of the Companies Act,1956. Outstanding balance of loans granted at the year end was Rs. 693,015/- (Rs. 3,865,015/-) Maximum outstanding during the year of loans granted was Rs. 3,878,015/- (Rs. 3,865,015 /-) .

(ii) In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions on which loans have been granted from companies/ other parties listed in the register maintained under Section 301 of the Companies Act,1956 are not, prima facia, prejudicial to the interest of the Company.

(iii) The loans granted by the Company are at call and no stipulations have been made regarding payment of interest.

(iv) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act and hence we have nothing to comment thereon.

(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 purchase of inventory, fixed assets and with regard to the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

(5) (i) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, there are no transactions, which are made in pursuance of contacts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and are exceeding the value of rupees five lakhs in respect of any party during the year.

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

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

(8) We have broadly reviewed the books of accounts, relating to materials and other items of cost maintained by the company in respect of product where pursuant to the rules made by the Central Government, the maintenance of Cost Records has been prescribed under section 209(l)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been maintained and are being made up. The same have been examined and audited by an independent cost accountant.

(9) (i) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income- tax, sales-tax, cess and other statutory dues applicable to it.

(ii) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth-tax, sales-tax, customs duty and excise duty were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payabLe. However undisputed income tax liability outstanding for more than six month as on 31st March 2010 amounted to Rs.Nil (Rs. 10,400,080).

(iii) According to the information and explanations given to us, there are no dues in respect of income tax, excise duty, sales tax, wealth tax, service tax or cess that have not been deposited with appropriate authority on account of dispute.

(10) The accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(11) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) The Company has not given any guarantee for loans taken by others from bank or financial institution.

(16) As informed to us, the term loans have been applied for the purpose for which they were raised.

(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 the no funds raised on short- term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except core (permanent) working capital.

(18) Based on our examination of records and the information provided to us by management we report that the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(19) During the period covered by our audit report, the company has not issued any debentures.

(20) According to the information and explanations^given to us, during the year, the company has not raised money by public issue. Accordingly clause 4(xx) of the order is not applicable.

(21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

for Shah Nariealwala & Co Chartered Accountants

D.R. Shah

Partner Place : Ahmedabad Member ship No: 36805

Date : 23.05.2010 F.R.N.109708W



 
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