Auditor Report of Maestros Mediline Systems Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of MAESTROS MEDILINE SYSTEMS LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with Genral Circular 8/2014 dated 4th April, 2014 issued by Ministry of Corporate Affair. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the Auditors'' Report

Referred to in paragraph 3 of our report of even date,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) The company has not disposed off a substantial part of fixed assets during the year and accordingly going concern is not affected.

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

(a) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(b) We have relied upon the management regarding the confirmations of debtors outstanding for more than six months and creditors and inventories, as it was not possible for us to verify the same, nor we have received the confirmations of balances

(iii) (a) In our opinion and according to the information and explanations given to us, the company has granted usecured loans of Rs. 0.79 crores during the year to two parties covered in register maintained under section 301 of the Act;

(b) In our opinion and according to the information and explanations given to us, the company has not charged any interest on such loan given and terms and conditions of loan given by the company are not prima facie prejudicial to the interest of the company;

(c) Receipt of the Principal amount and interest are also not regular and

(d) As per information and explanations given to us, Company has taken reasonable steps to for recovery of the Principal amount.

(e) Company has taken loans of Rs. 20.93 crores from parties covered in the register maintained under section 301 of the Act;

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company;

(g) Company has been paid principal amount and interest if any applicable whenever demanded

(iv) In our opinion and according to the information and explanations given to us, there are not adequate 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.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of companies Act during the year to be entered in the register required to be maintained under that section. Accordingly the question of commenting the same does not arise.

(vi) The company has not accepted any deposits from public.

(vii) In our opinion, the company does not have an internal audit system commensurate with the size and nature of its business.

(viii) In our opinion and according to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it with appropriate authorities. The following statutory dues outstanding as at last day of the financial year concerned for a period of more than six months from the the date they became payable

Sr. Particulars Amount outstanding as No. on 31st March, 2014

1 Sales Tax 64,78,302

2 TDS 96,66,679

3 Cess 48,13,938

4 PF-ESIC-PT 42,95,901

5 Property Tax 6,70,479

(b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2014.

(x) The Company''s accumulated losses at the end of the financial year were more than fifty percent of its networth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to some financial institution or bank.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) 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.

(xiv) Company is not dealing in or trading in shares, securities, debentures and other investments, hence no need to maintain proper records of transactions and contracts.

(xv) In our opinion and according to the information and explanations given to us the company has not given guarantees for loans taken by others from banks or financial institutions.

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.

(xvi) 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 permanent working capital.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xviii) 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.

(xix) The company has not raised any money by public issues during the year.

(xx) The company has not issued any debentures during the year and there are no debentures outstanding at the year end.

For RAR & Associates. Chartered Accountants Firm Regn. No.100431W

Anil Goyal (Partner) Membership No. 43429

Place : Mumbai. Date : 28th November, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MAESTROS MEDILINE SYSTEMS LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 andperform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Profit and Loss Account, of the loss 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 ("theOrder") 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 ofaccount.

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 March 31, 2013, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Referred to in paragraph 3 of our report of even date,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) The company has not disposed off a substantial part of fixed assets during the year and accordingly going concern is not affected.

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

(a) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(b) We have relied upon the management regarding the confirmations of debtors outstanding for more than six months and creditors and inventories, as it was not possible for us to verify the same, nor we have received the confirmations of balances

(iii) (a) In our opinion and according to the information and explanations given to us, the company has granted usecured loans of Rs. 2.57 crores during the year to two parties covered in register maintained under section 301 of the Act;

(b) In our opinion and according to the information and explanations given to us, the company has not charged any interest on such loan given and terms and conditions of loan given by the company are not prima facie prejudicial to the interest of the company;

(c) Receipt of the Principal amount and interest are also not regular and

(d) As per information and explanations given to us, Company has taken reasonable steps to for recovery of the Principal amount.

(e) Company has taken loans of Rs. 5.47 crores from two parties covered in the register maintained under section 301 of the Act;

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company;

(g) Company has been paid principal amount and interest if any applicable whenever demanded

(iv) In our opinion and according to the information and explanations given to us, there are not adequate 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.

(v) According to the information and explanations given to us, there have been no contracts or rrangements referred to in Section 301 of companies Act during the year to be entered in the register required to be maintained under that section. Accordingly the question of commenting the same does not arise.

(vi) The company has not accepted any deposits from public.

(vii) In our opinion, the company does not have an internal audit system commensurate with the size and nature of its business.

(viii) In our opinion and according to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it with appropriate authorities and the following statutory dues outstanding as at last day of the financial year concerned for a period of more than six months from the the date they became payable

(b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2013.

(x) The company have accumulated losses and has incurred cash losses during the financial year covered by our audit, but not in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to some financial institution or bank.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) 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.

(xiv) Company is not dealing in or trading in shares, securities, debentures and other investments, hence no need to maintain proper records of transactions and contracts.

(xv) In our opinion and according to the information and explanations given to us the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) 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.

(xvii) 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 permanent working capital.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xviii) 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.

(xix) The company has not raised any money by public issues during the year.

(xx) The company has not issued any debentures during the year and there are no debentures outstanding at the year end.

For RAR & Associates.

Chartered Accountants

Firm Regn. No.100431W

Anil Goyal

(Partner)

Membership No. 43429

Place : Mumbai.

Date : 4th September, 2013

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Mar 31, 2010

1. We have audited the attached balance sheet of Maestros Mediline Systems Limited, as at 31st March 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 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 (and proper returns adequate for the purposes of-our audit have been received from the branches not .visited by us. The Branch Auditors Report(s) have been forwarded to us and have been appropriately dealt with);

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanation given to us, and subject to our comments in the Annexure, and subject to the representations and confirmations received by the management, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2010;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report Referred to in paragraph 3 of our report of even date,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We have relied upon the management regarding the confirmations of debtors outstanding for more than six months and creditors and inventories, as it was not possible for us to verify the same, nor we received the confirmations.

(c) The company has not disposed off a substantial part of fixed assets during the year and accordingly going concern is not affected.

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

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) In our opinion and according to the information and explanations given to us, the company has not taken or granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, clauses (iii) b, (iii) c and (iii) d of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are not 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.

(v) (a) 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. (b) In our opinion and according to the information and explanations given to us, during the period, there are no contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposits from public.

(vii) In our opinion, the company does not have an internal audits system commensurate with the size and nature of its business.

(viii)In our opinion and according to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. The details are as under:-

Particlars Amount Outstanding Amount Outstanding

as on 31.03.2010 as on Date of Signing

Cess 53.88,182 49180821

Sales Tax 4.95,76,587 4,89,93.480

Property Tax 41,354 41,354

Provident Fund 9,11,999 NIl

ESIC 19305 Nil

Professional Tax 15,29.148 11,13,348

Service Tax 33,30,849 33,30,849

JDS 44,98,221 37,03,643

(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 31st March, 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, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) In our opinion, the company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) 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.

(xiv) In respect of companys dealing in or trading in its investments, proper records have been maintained of transactions and contracts and timely entries have been made. The investments have been held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the terms loans have been applied for the purpose for which they were raised.

(xvii) 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 permanent working capital.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xvi) 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 RAR & Associates.

Chartered Accountants

Anil Goyal

(Partner)

Membership No. 43429

Place: Mumbai.

Date: June 21, 2010.