Auditor Report of Kabra Drugs Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Kabra Drugs Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement, 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 STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 the Company's directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by Section 143(3) of the Act, we report that:

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Notes to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company except which are held in abeyance due to pending legal cases.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Kabra Drugs Limited on the accounts of the company for the year Ended on 31st March 2015. We report that:-

Fixed Assets

a) the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies were noticed on such verification and the same have been properly dealt with in the books of account;

c) The company has not Dispose off any fixed assets during the year.

Inventory and it's physical verification

a) physical verification of inventory has been conducted at reasonable intervals by the management

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

c) the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification and the same have been properly dealt with in the books of account

Loan granted/ taken from related companies

a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

b) There are no overdue amount is more than rupees one lakh,

Internal Control

a) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weaknesses in internal control system.

Public Deposits

a) As per Information and explanation given to us, the company has not accepted any deposits from the public during the year.

Internal Audit

a) In our opinion, the company has an internal audit system commensurate with the size and nature of the business.

Cost Records

a) The company has made and maintenance of cost records which has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Statutory Dues

a) The company is 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 with the appropriate authorities and

b) According to information and explanation given to us no undisputed amount payable were n arrear for a period of more than six months from the date they became payable,.

c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under has been transferred to such fund within time.

Sick Company

a) The Company has not having accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and it has incurred cash losses in such financial year and in the immediately preceding financial year;

Guarantees Given by the company

a) The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company Term Loans

a) The company has not obtained term loans during the year.

b) According to information and explanation given to us the company has not defaulted in repayment of dues to a financial institution or bank for the period and amount of default to be reported.

Frauds noticed

a) During the course of our examination of the books of account carried out accordance with the generally accepted auditing practice in India and to the best of our knowledge and according to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year; nor have been informed of any such case by the management.

For AGRAWAL JHAVAR ASSOCIATE Chartered Accountants

F.R.N.- 008614C

Place :- Indore Dharmendra Agrawal

Dated:- 30.05.2015 Partner

M.N. 077507

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Mar 31, 2014

We have audited the attached Balance sheet of M/s KABRA DRUGS LIMITED as at 31st March, 2014 and also the Profit & Loss Account and the 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. And it also 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 (Auditor''s report) order, 2003, issued by the Central Govt. in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure -A statement on the matters specified in paragraphs 4 & 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 the company as required by law has kept proper books of accounts so far as it appears from our examination of the books.

(iii) The Balance Sheet and Profit and Loss Account and cash flow Statement dealt with by this report are in agreement with the books of accounts.

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

(v) Based on the written representation made by the directors of the company and the information''s and explanations as made available as on 31st March 2014 the directors of the company do not prima facie have any disqualification as referred to in amended 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 give the information required by the Companies Act. 1956.

(vii) Attention is drawn to note No. 9 regarding balance Confirmation note no. 10 regarding current Assets Note no. 17 & 19 regarding employee retirement benefit

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

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

(b) In the case of the Profit and Loss Account of the Profit of the company of the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR''S

REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014 OF KABRA DRUGS LIMITED

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

(1) (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for certain moveable assets, pertaining to the R&D for development of anti cancer drugs which need to be updated;

(b) As explained to us stocks have been physically verified by the Management at the close of the year which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. The results of the physical verification have not been compared with the book records and hence discrepancies, if any, have not been identified;

(2) The Company has not disposed off any substantial part of its fixed assets as to affect its going concern;

(i) As explained to us, inventories of stores, spares and materials have been physically verified by the Management, at the close of the year.

(ii) The procedure, as explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business;

(3) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventories. Discrepancies notices on physical verification of inventory as compared to book records, where were not material, have been properly dealt with in the books of account;

(4) According to information and explanations given to us, the Company has not granted any loan, secured/unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956;

(5) According to the information and explanations given to us, the Company has not taken unsecured loans from companies listed in the register maintained under Section 301 of the Companies Act, 1956;

(6) In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of raw material and spares.

(7) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, there were no transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act;

(8) As informed to us, the Company has not accepted any deposits from the public;

(9) As informed to us and to the best of our knowledge, the Central Government has not prescribed the maintenance of cost records for the Company under Section 209 (1) (d) of the Companies Act, 1956 for its procedure;

(10) According to the records of the Company and the information and explanations given to us, the Company has not having any undisputed dues as on 31.03.2014 of investor Education and Protection Fund, Provident Fund, Income Tax deducted at source, Services Tax .

(a) On the basis of our examination of the documents and records of the Company, there were no disputed dues in respect of Wealth tax, Services, Custom duty, Excise duty and Cess. However, the following disputed statutory dues have not been deposited with the appropriate authorities :

Nature of Dues Amount in Rs. Forum where dispute is Lacs pending

State Excise Act 47.50 M.P.High Court

Labor Act NOT ASERTEN Labor Court, Indore

(11) The accumulated losses of the Company, at the end of the current financial year, is less than fifty percent of its net worth.

(12) Based on our audit procedures and according to the information and explanations given to us. The Company has taken secured loan of Rs. 6551091 [ 4850000 cc loan and 1701091 unclear balance up to 31.3.2014 ] from bank of india as CC limit from bank against hypothecation of stock and charge against companies fixed assets of the company.

(13) As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities;

(14) On the basis of our examination of the documents and records of the Company, the Company is not dealing in or trading in shares, securities, debentures and other investment;

(15) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(16) The Company has not obtained any term loans during the year;

(17) According to the information and explanations given to us and on an overall examination of the financial statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usage of funds, we are of the opinion that, prima facie, short term funds have not been used for long term purposes;

(18) The Company has not made any preferential allotment of shares during the year;

(19) The Company has not issues any debentures during the year;

(20) The Company has not raised any money by public issue during the year;

(21) According to the information and explanations given to us and the representations made by the Management, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

FOR AGRAWAL JHAVAR ASSOCIATES CHARTERED ACCOUNTANT PLACE : INDORE DATED : 21.05.2014 (DHARMENDRA AGRAWAL) PROP. M.N. 77507

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Mar 31, 2010

We have audited the attached Balance sheet of M/s KABRA DRUGS LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. And it also 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 Central Govt, in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure -A statement on the matters specified in paragraphs 4 & 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 the company as required by law has kept proper books of accounts so far as it appears from our examination of the books.

(iii) The Balance Sheet and Profit and Loss Account and cash flow Statement dealt with by this report are in agreement with the books of accounts.

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

(v) Based on the written representation made by the directors of the company and the informations and explanations as made available as on 31st March 2010 the directors of the company do not prima facie have any disqualification as reieoed to is amended 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 give the information required by the Companies Act. 1956.

(vii) Attention is drawn to note No. 9 regarding balance Confirmation note no. 10 regarding current Assets Note no. 17 & 19 regarding employee retirement benefit

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

(a) In the case of 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 of the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010 OF KABRA DRUGS LIMITED

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

(1) The Company has generally maintained proper records showing full particulars including quantitative details and situation of its fixed assets except for certain moveable assets, pertaining to the R&D for development of anti cancer drugs which need to be updated;

(2) As explained to us stocks have been physically verified by the Management at the close of the year which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. The results of the physical verification have not been compared with the book records and hence discrepancies, if any, have not been identified;

(3) The Company has not disposed off any substantial part of its fixed assets as to affect its going concern;

(i) As explained to us, inventories of stores, spares and materials have been physically verified by the Management, at the close of the year.

(ii) The procedure, as explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business;

(4) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventories. Discrepancies notices on physical verification of inventory as compared to book records, where were not material, have been properly dealt with in the books of account;

(5) According to information and explanations given to us, the Company has not granted any loan, secured/unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956;

(6) According to the information and explanations given to us, the Company has not taken unsecured loans from companies listed in the register maintained under Section 301 of the Companies Act, 1956;

(7) In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of raw material and spares.

(8) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are at the anmion that there were no transactions in which directors were interested as contemplated under

Section 297 and sub-section (6) of Section 299 of Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act;

(9) As informed to us, the Company has not accepted any deposits from the public;

(10) As informed to us and to the best of our knowledge, the Central Government has not prescribed the maintenance of cost records for the Company under Section 209 (1) (d) of the Companies Act, 1956 for its procedure;

(11) According to the records of the Company and the information and explanations given to us, the Company has not having any undisputed dues as on 31.03.2010 of investor Education and Protection Fund, Provident Fund, Income Tax deducted at source, Services Tax and Profession Tax.

(a) On the basis of our examination of the documents and records of the Company, there were no disputed dues in respect of Wealth tax, Services, Custom duty, Excise duty and Cess. However, the following disputed statutory dues have not been deposited with the appropriate authorities :

Nature of Dues Amount in Rs. Forum where dispute is Lacs pending

Central Excise Act 2.94 Commissioner (Appeals)

State Excise Act 47.50 M.P.High Court

Labor Act 61.53 Labor Court, Indore

(12) The accumulated losses of the Company, at the end of the current financial year, is less than fifty percent of its net worth.

(13) Based on our audit procedures and according to the information and explanations given to us. The Company has no loan liabilities from any financial institute as on balance sheet date

(14) As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities;

(15) On the basis of our examination of the documents and records of the Company, the Company is not dealing in or trading in shares, securities, debentures and other investment;

(16) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(17) The Company has not obtained any term loans during the year;

(18) According to the information and explanations given to us and on: an overall examination of the financial statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and

short term usage of funds, we are of the opinion that, prima facie, short term funds have not been used for long term purposes;

(19) The Company has not made any preferential allotment of shares during the year;

(20) The Company has not issues any debentures during the year;

(21) The Company has not raised any money by public issue during the year;

(22) According to the information and explanations given to us and the representations made by the Management, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

FOR AGRAWAL JHAVAR ASSOCIATES CHARTERED ACCOUNTANT

(DHARMENDRA AGRAWAL) PROP. M.N. 77507

PLACE : INDORE DATED : 24.05.2010