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Auditor Report of Raaj Medisafe India Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 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 to the standalone financial statements.

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 confirm 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, 2015;

(b) in the case of the Statement of Profit and Loss, of the Loss 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.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Gratuity and Leave Encashment benefits are accounted for on cash basis. In the absence of actuarial valuation it is not possible to quantify the amount payable on this account and its effect on Profit and Loss of the company.

b) The Fixed assets items of which residual life remains nil as on 01.04.2014, book value of these assets has been transferred to retained earnings in accordance with the Schedule II to Companies Act/2013. Accordingly the depreciation has been less charged by Rs. 27,80,047/- in the Profit and Loss Statement and Loss is less computed by the same amount.

Our opinion is not qualified / modified in respect of these matters.

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Centre! Government of India in terms of section 143 (11) of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4of the Order.

2. As required by Section 143 (3) of the Companies Act, 2013 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 fares it appears from our examination of those books.

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards specified in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 except as otherwise stated under the "Emphasis of Matters" paragraph above or specifically mentioned in Notes on Accounts.

(e) No matters found during the audit which have adverse effect on the functioning of the company except continuous generation of cash loss to the company, which in the opinion of the board, the company will now be able to recover gradually with the ongoing production and Sales.

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

(g) In our opinion, and on the basis of audit procedures adopted, there are adequate and effectively operational internal financial control with regard to financial reporting of the company commensurate with the size of the company and the nature of its business.

(h) With respect to the other matters in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material for seeable losses. (iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date for the year ended as on 31.03.2015)

01. a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The management at reasonable interval during the year has physically verified Fixed Assets of the company based on phased program of verifying all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of assets and business. Further, no Material discrepancies were observed during the process of physical verification.

02. a) The Inventory/stock have been physically verified by the Management at reasonable interval during the year and /or at close of the year.

b) The procedure adopted by the company for verification of inventory is in our opinion reasonable having regard to the size of the company and nature of its current operations.

c) On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory and its disposing off and no material discrepancies were noticed on physical verification of inventory.

03. The company has not granted any loan, secured or unsecured to the companies, firms and other parties cove red in the register maintained under section 189 of the companies Act, 2013.

04. In our opinion, and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and Fixed Assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control systems.

05. The company has not accepted any deposits from the public and therefore, the provisions of section 73 to 76 of the Companies Act, 2013 are not applicable. Further, the provisions of Companies (Acceptance of deposits) Rules, 2014 and the order passed by Company Law Board or National Company Law Tribunal and the directive issued by the Reserve Bank of India are not applicable.

06. Based on the review of the books of accounts maintained by the company and explanations and information provided to us, we are of the opinion that provisions of Maintenance of cost records, under Section 148(1) of the Companies Act, 2013 read with Rule 3 to The Companies (Cost Records and Audit) Rule 2014, are not required on the activity being carried out by the company and accordingly the company is not required statutorily to include cost records in its books of accounts.

07. (a) The company is regular in depositing the Undisputed Statutory dues including Income Tax, Sales Tax, Service Tax, Excise Duty, Value Added Tax, Cess, Customs Duty and other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us and on the basis of records of the company, the company does not have any liability during the year towards Value Added Tax, Commercial Tax, Central Excise Duty, Service Tax or any other statutory dues, which have not been deposited on account of any dispute.

(c) There is no amount with the company which is required to be transferred to Investor Education and Protection Fund as per the provisions of section 205C of the Companies Act, 1956 and IEPF (Awareness and Protection of Investors) Rules, 2001.

08. The accumulated losses of the company are more than it's Net Worth during the period covered under audit. Also, the company has incurred cash loss in the current financial year and in the immediately preceding financial year.

09. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank. Further, the company has not issued any Debenture during any of the preceding years

10. According to the information and explanations given to us, the company has not given guarantee for loan taken by others from banks and financial institutions.

11.there cords examined by us and the information and explanations given to us, the company during the financial year has taken a term loan from Bank and has applied it for the purpose for which it was obtained.

12. Based up on the audit procedures performed in accordance with the generally accepted auditing practices in India, and information and explanations given by management, we report that no fraud on or by the company has been notice dare ported during the year under audit.

FOR NITIN GARUD & CO.

Chartered Accountants Place : UJJAIN

DATED : 27th May 2015

Sd/-

CA Abizer Pithewan, Partner

Membership No. 400753


Mar 31, 2014

We have audited the accompanying financial statements of RAAJ MEDISAFE INDIA 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 the 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 referred to in sub-section (X) 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.

Auditors' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the 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, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit / Loss 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 of the year ended on that date.

Report on other Legal anti 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 alt 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2014 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 274oftheAct,

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

01. a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The management at reasonable interval during the year has physically verified Fixed Assets of the company based on phased program of verifying all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of assets and business No Material discrepancies were observed during the process of physical verification.

c) In our opinion and as per the records and information and explanations given to us, no substantial part of Fixed Assets has been disposed off during the year and the going concern status of the company is not affected. However, no manufacturing activity done during the year.

02. a) The Inventory/stock have been physically verified by the Management at reasonable interval during the year and /or at close of the year. The procedure adopted by the company for verification of inventory is in our opinion reasonable having regard to the size of the company and nature of its current operations,

b) On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory and its disposing off and no material discrepancies were noticed on physical verification of inventory.

03. The company has neither taken loan nor granted any unsecured loan to the parties covered under section 301 of the companies Act, 1956.

04. In our opinion, and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of Inventory, Fixed Assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor-have been informed of any-continuing failure to correct major weakness in the aforesaid internal control systems.

05. a) Based on the audit procedures applied by us and according to the information and Explanations provided by the management, there are no such transadions that need to be entered into the register maintained U/s 301 of the Companies Act, 1956.

b) Based on the audit procedures applied by us and according to the information & explanations given to us there are no such transaction of purchase and sales of materials and services made in pursuance of the contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-ormore.

06. The company has not accepted any deposits from the public and therefore, the provisions of section 58 A & 56 AA of the CompaniesAct, 1956 and Companies (Acceptance of deposits) Rules, 1975 and the diredive issued by the Reserve Bank of India are not applicable.

07. In our opinion the company has an internal audit system commensurate with the size of the company and nature of it business, However, the company has not done any commercial produdion during the period under audit.

08. We have broadly reviewed the books of accounts maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of the Company's products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09. (a) The company is regular in depositing the Undisputed Statutory dues including Income Tax, Sales Tax, Service Tax, Excise Duty, Cess, Customs Duty and other statutory dues with the appropriates authorities.

(b) According to the information and explanations given to us and on the basis of records, following dues in respect of Sales Tax, Commercial Tax, Professional Tax and Entry Tax have not been deposited on account of some disputes nor provided in books of accounts.

Nature of Status Nature of Dues Amount pending Forum where dispute is pending

Local & Central Sales The dues are in connection with pending declarations and one prominent issue Tax / Entry Tax regarding exemption of Tax on Needles, Honable High Court has held the issue in favour of company.

Year 2000-01 Sales Tax 5,07,490.00 After Assessment

Year 2005-06 Sales Tax 2.46,047.00 After Assessment

Year2007-08 Professional Tax 51,430.00 After Assessment

TOTAL Rs. 8,05,017,00

10. The accumulated losses of the company is more than its Net Worth during the period covered under audit. Also, the company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank.

12. In our opinion and according to explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of sh ares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund / societies are not applicable to the oompany. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's report) order, 2003, are not applicable to the company.

14. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company is not dealing in or trading in shares, securities, debentures and other investments regularly. However the company has invested in shares of a closely held company during the year and the company has maintained proper records of the investment. All the shares have been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given guarantee for loan taken by others from banks and financial institutions.

16. The company during the financial year has not taken any term loan and hence applicability of loan and its proper utilization need not required to comment upon.

17. In our opinion and on the basis of overall examination of the Balance sheet of the company and cash flow statement, no fund raised on short term basis have been used for Long term investment and vice-versa.

18. According to the records of the company, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of theAct.

19. According to the records of the company, the company has not issued debentures.

20. The company has not raised any money by public issues during the period covered by our audit report.

21. Based upon the audit procedures performed in accordance with the generally accepted auditing practices in India, and information and explanations given by management, we report that no fraud on or by the company has been noticed or reported during the year under audit.

For NITIN VASANT GARUD & CO. Chartered Accountants

Sd/-

PLACE : UJJAIN CAABIZER PITHEWAN DATED : 29/05/2014 PARTNER (M.NO. 400753) FRN : 014133C, PAN: AAHFN1127E


Mar 31, 2012

We have audited the attached Balance sheet of RAAJ MEDISAFE INDIA LTD. as at 31st MARCH'' 2012, and the profit & Loss Account 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.

01. 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 disclosure 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.

02. 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 such books.

(c) The Balance Sheet and Profit & Loss referred to in this report are in agreement with the books of account of the company.

(d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement dealt with by this report comply, to the extent applicable, with the requirements of the Mandatory Accounting Standards referred to in sub section (3 C) of section 211 of the Companies Act., 1956 subject to matters reported in notes to Profit & Loss Account & Balance Sheet.

(e) On the basis of written representation received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified to be appointed as Directors under clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the Significant Accounting Policies and notes thereon in schedule, give the information required by the Companies Act, 1956 in the manner so required subject to notes on accounts as provided, gives a true and fair view.

(i) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2012, and (ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

03. As required by the Companies (Auditors'' Report) order, 2003 as amended by the Companies (Auditors'' Report) (Amendment) order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956. We enclose in the annexure a statement on related matters specified in paragraphs 4 & 5 of the said order.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date)

01. a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The management at reasonable interval during the year has physically verified Fixed Assets of the company based on phased program of verifying all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of assets and business. No Material discrepancies were observed during the process of physical verification.

c) In our opinion and as per the records and information and explanations given to us, no substantial part of residual Fixed Assets has been disposed off during the year and the going concern status of the company is not affected. However, no manufacturing activity done during the year.

02. a) The Inventory / stock have been physically verified by the Management at reasonable interval during the year and /or at close of the year. It is explained to us that the unusable/ obsolete inventory has been disposed off during the year and loss on sale of inventory is booked in Profit and Loss account. b) On the basis of our examination of the inventory records, in our opinion the

company is maintaining proper records of inventory and its disposing off and no material discrepancies were noticed on physical verification of inventory.

03. a) The company has taken unsecured loan from Directors of the company as listed in the register maintained under section 301 of the Companies Act, 1956. Details about the amount involved and balance outstanding at the end of year are as follows;

Sr. No. Name of Director Maximum amount Amount o/s at involved during the Year end of Year

01 Himanshu Sharma 12,42,930.00 Nil

02 Manoj Kumar Dhandia 90,70,505.00 Nil

03 M. C. Dhandia 79,89,607.00 Nil

04 Satish Rakyan 1,43,472.40 Nil

Terms and Conditions of the loans are prima facie not pre-judicial to the interest of the company as concluded from the representation by the management and as per our examination of the books of the accounts of the company. b) The company has not granted any unsecured loan to the parties covered under section 301 of the companies Act, 1956.

04. In our opinion, and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of Inventory, Fixed Assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control systems.

05. a) Based on the audit procedures applied by us and according to the information and

Explanations provided by the management, there are no such transactions that need to be entered into the register maintained U/s 301 of the Companies Act, 1956. b) Based on the audit procedures applied by us and according to the information & explanations given to us there are no such transaction of purchase and sales of materials and services made in pursuance of the contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- or more.

06. The company has not accepted any deposits from the public and therefore, the provisions of section 58 A & 58 AA of the Companies Act, 1956 and Companies ( Acceptance of deposits ) Rules, 1975 and the directive issued by the Reserve Bank of India are not applicable.

07. In our opinion the company has an internal audit system commensurate with the size of the company and nature of its business. However, the company has not done any commercial production during the period under audit.

08. We have broadly reviewed the books of accounts maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09. (a) During the year the company has deposited the undisputed Statutory dues payable

In the previous year outstanding for more than six months, including Income Tax, Sales Tax, Service Tax, Excise Duty, Cess, Customs Duty and other statutory dues with the appropriates authorities.

10. The accumulated losses of the company have exceeded its Net Worth during the period covered under audit. Also, the company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank.

12. In our opinion and according to explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund / societies are not applicable to the company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s report) order, 2003, are not applicable to the company.

14. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company is not dealing in or trading in shares, securities, debentures and other investments regularly. The company has not purchased any securities during the financial year.

15. According to the information and explanations given to us, the company has not given guarantee for loan taken by others from banks and financial institutions.

16. The company during the financial year has not taken any term loan and hence applicability of loan and its proper utilization need not required to comment upon.

17. In our opinion and on the basis of overall examination of the Balance sheet of the company and cash flow statement, no fund raised on short term basis have been used for Long term investment and vice-versa.

18. According to the records of the company, 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.

19. According to the records of the company, the company has not issued debentures.

20. The company has not raised any money by public issues during the period covered by our audit report.

21. Based upon the audit procedures performed in accordance with the generally accepted auditing practices in India, and information and explanations given by management, we report that no fraud on or by the company has been noticed or reported during the year under audit.

We have audited the attached Balance sheet of RAAJ MEDISAFE INDIA LTD. as at 31st MARCH'' 2012, and the profit & Loss Account 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.

01. 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 disclosure 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.

02. 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 such books.

(c) The Balance Sheet and Profit & Loss referred to in this report are in agreement with the books of account of the company.

(d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement dealt with by this report comply, to the extent applicable, with the requirements of the Mandatory Accounting Standards referred to in sub section (3 C) of section 211 of the Companies Act., 1956 subject to matters reported in notes to Profit & Loss Account & Balance Sheet.

(e) On the basis of written representation received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified to be appointed as Directors under clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the Significant Accounting Policies and notes thereon in schedule, give the information required by the Companies Act, 1956 in the manner so required subject to notes on accounts as provided, gives a true and fair view.

(i) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2012, and (ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

(iii) In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

03. As required by the Companies (Auditors'' Report) order, 2003 as amended by the Companies (Auditors'' Report) (Amendment) order, 2004 (together the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956. We enclose in the annexure a statement on related matters specified in paragraphs 4 & 5 of the said order.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date)

01. a) The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) The management at reasonable interval during the year has physically verified Fixed Assets of the company based on phased program of verifying all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and nature of assets and business. No Material discrepancies were observed during the process of physical verification.

c) In our opinion and as per the records and information and explanations given to us, no substantial part of residual Fixed Assets has been disposed off during the year and the going concern status of the company is not affected. However, no manufacturing activity done during the year.

02. a) The Inventory / stock have been physically verified by the Management at reasonable interval during the year and /or at close of the year. It is explained to us that the unusable/ obsolete inventory has been disposed off during the year and loss on sale of inventory is booked in Profit and Loss account. b) On the basis of our examination of the inventory records, in our opinion the

company is maintaining proper records of inventory and its disposing off and no material discrepancies were noticed on physical verification of inventory.

03. a) The company has taken unsecured loan from Directors of the company as listed in the register maintained under section 301 of the Companies Act, 1956. Details about the amount involved and balance outstanding at the end of year are as follows;

Sr. No. Name of Director Maximum amount Amount o/s at involved during the Year end of Year

01 Himanshu Sharma 12,42,930.00 Nil

02 Manoj Kumar Dhandia 90,70,505.00 Nil

03 M. C. Dhandia 79,89,607.00 Nil

04 Satish Rakyan 1,43,472.40 Nil

Terms and Conditions of the loans are prima facie not pre-judicial to the interest of the company as concluded from the representation by the management and as per our examination of the books of the accounts of the company. b) The company has not granted any unsecured loan to the parties covered under section 301 of the companies Act, 1956.

04. In our opinion, and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of Inventory, Fixed Assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control systems.

05. a) Based on the audit procedures applied by us and according to the information and

Explanations provided by the management, there are no such transactions that need to be entered into the register maintained U/s 301 of the Companies Act, 1956. b) Based on the audit procedures applied by us and according to the information & explanations given to us there are no such transaction of purchase and sales of materials and services made in pursuance of the contracts or agreements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- or more.

06. The company has not accepted any deposits from the public and therefore, the provisions of section 58 A & 58 AA of the Companies Act, 1956 and Companies ( Acceptance of deposits ) Rules, 1975 and the directive issued by the Reserve Bank of India are not applicable.

07. In our opinion the company has an internal audit system commensurate with the size of the company and nature of its business. However, the company has not done any commercial production during the period under audit.

08. We have broadly reviewed the books of accounts maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of the Company''s products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate and complete.

09. (a) During the year the company has deposited the undisputed Statutory dues payable

In the previous year outstanding for more than six months, including Income Tax, Sales Tax, Service Tax, Excise Duty, Cess, Customs Duty and other statutory dues with the appropriates authorities.

10. The accumulated losses of the company have exceeded its Net Worth during the period covered under audit. Also, the company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to any financial institution or bank.

12. In our opinion and according to explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund / societies are not applicable to the company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s report) order, 2003, are not applicable to the company.

14. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company is not dealing in or trading in shares, securities, debentures and other investments regularly. The company has not purchased any securities during the financial year.

15. According to the information and explanations given to us, the company has not given guarantee for loan taken by others from banks and financial institutions.

16. The company during the financial year has not taken any term loan and hence applicability of loan and its proper utilization need not required to comment upon.

17. In our opinion and on the basis of overall examination of the Balance sheet of the company and cash flow statement, no fund raised on short term basis have been used for Long term investment and vice-versa.

18. According to the records of the company, 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.

19. According to the records of the company, the company has not issued debentures.

20. The company has not raised any money by public issues during the period covered by our audit report.

21. Based upon the audit procedures performed in accordance with the generally accepted auditing practices in India, and information and explanations given by management, we report that no fraud on or by the company has been noticed or reported during the year under audit.

21. Gratuity and Leave Encashment benefits are accounted for on cash basis. In the absence of actuarial valuation it is not possible to quantify the amount payable on this account and its effect on Profit and Loss of the company.

22. In opinion of Board, there is no unpaid amount due to Small Scale Industrial Undertaking and SMEs for more than 45 days and also there is no interest paid or payable during the year towards unpaid amount or delayed payment to such enterprises.

25. During the year balances of some parties have been written off.

26. The Financial Statements for the year ended 31.03.2012 has been prepared as per revised Schedule VI to the Companies Act, 1956. Financial Statement for the year ended 31.03.2011 had been prepared as per pre-revised Schedule VI and hence previous year figures have been rearranged / regrouped where ever necessary.

27. Balances of Sundry Debtors, Creditors and Loans & advances are subject to confirmation.

28. Contingent liabilities are not provided for but disclosed, if any by way of notes on account and will be accounted for in the year of occurrence.

29. In the opinion of the Board of Directors, the current Assets have a value on realization in the ordinary course of business at least equal to the amount at which these are stated above. Provisions for known liabilities are adequate and not in excess of the amount considered reasonable and necessary.

30. Major part of obsolete inventory disposed off during the year by the company after taking approval from Board and as per the explanations of board, the company is still in the line of operation and not discontinued its line of operation.

32. Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements.

PLACE : UJJAIN For NITIN VASANT GARUD & CO.

DATED : 21st JULY''2012 Chartered Accountants

SD/-

CA ABIZER PITHEWAN

PARTNER

(M. NO. 400753)

FRN : 014133C,

PAN : AAHFN1127E


Mar 31, 2009

1. We have audited the attached Balance Sheet of M/S RAAJ MEDISAFE INDIA LIMITED (Previously known as Manoj Surgical Industries Ltd.) as at 31st March 2009 and the Profit & Loss Account 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 have conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan & 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 & disclosures in the financial statements. An audit also includes assessing the accounting principles used & significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in 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 in paragraph 3 above we report that :

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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 such 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 account.

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 2.11 of the Companies Act, 1956.

(v) On the basis of the written representations received from the Directors as on 31st March, 2008, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2008, 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 explanations given to us, the said account, read the singficant accounting policies and notes on accounts, give the informations 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 2009 and

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

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

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

(ii) Fixed assets have been physically vertified by the management during the year based on a phased programme of verifying all the assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, no material discrepancies were noticed on such verification.

(iii) there was no substantial disposal of fixed assets during the year.

2. (i) The management has conducted physical verification of inventory at reasonable intervals during the year.

(ii) The procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business,

(iii) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3 The Company has not taken unsecured loan from a companies , firms and other parties covered in the register maintained under section 301 of the companies Act, 1956. The Company has not given any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. ,

4. In our opinion and according to the information and explanatons 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5 (i) According to the informations and explanations given to us, there are no such transactions that need to be entered into the register maintained under Section 301. (ii) In our opinion and according to the informations and explanations given to us, the transactions with parties with whom transactions exceeding the value of Rupees Five Lakhs have been entered into during the financial year, are at prices which are reasonable, having regard to the prevailing market prices at the relevant time.

6 The Company has hot accepted any deposit 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 maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

9 (i) Undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess have generally being regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(ii) According to the information and explanations given to us, follwing undisputed amounts are payable in respect of Sales Tax and Entry Tax, which, were outstanding at the year end for a period of more than six months from the date they became payable.

Nature of Statute Period Amount

Central Sales Tax Act For 2006-07 Financial Year 136,870 Central Sales Tax Act For 2007-08 Financial Year 950,986

Central Sales Tax Act For 2008-09 Financial Year 106,068

Entry Tax Act For 2008-09 Financial Year 23,392

TOTAL 1217,316

10 The Company has accumulated losses of Rs. 329.74 lacs, at the end of the financial year which has exceded fifty percent of its net worth and it has incurred Rs. 3.74 Lacs cash losse in the current year.

11 Based on our audit procedures and as per the informations and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to finacial institutions, banks or debenture holders.

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

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

14 According to the informations and explanations given to us and based on the documents and records produced to us, the Company has sold 65 Shares of State Bank of Bikaner & Jaipur during the year.

15 According to the informations and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16 According to the informations and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the Company , we report that no funds raised on short term basis have been used for long-term investments and no long-term funds have been used to finance short-term assets (excludes permanent working capital)

17 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act,1956.

18 The Company did not have any outstanding debentures during the year.

19 The Company has not raised any money through a public issue during the year.

20 Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the informations and explanations 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, N.PARIK& ASSOCIATES. (Chartered Accountants)

Sd/

Place :-INDORE

Dated : - 14th August 2009 (CHHAYA SINHA) Partner

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