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Auditor Report of Sharon Bio-Medicine Ltd.

Jun 30, 2015

We have audited the accompanying financial statements of SHARON BIO-MEDICINE LTD. ("the Company"), which comprise the Balance Sheet as at June 30, 2015, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) 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 and financial performance 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 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; design, implementation and maintenance of adequate internal financial controls, that are 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 have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 Company's Management and Board of 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 financial statements

Auditor's Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2015 and

b. In the case of Statement of Profit & Loss, of the loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. On the basis of written representations received from the directors as on June 30, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditors' Report to the members of the company on the financial statements for the year ended 30th June, 2015, we report that:

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

b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

2) In respect of company's inventories:

a) As explained to us the stock of shares and securities have been physically verified by the management at reasonable intervals during the year.

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 nature of its business.

c) The company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) (a) As per information furnished, the Company has not granted interest free unsecured loans, to wholly owned subsidiary company during the year. The Maximum amount outstanding during the year was Rs. 8.39 Lacs and the yearend balance of such loan was Rs. 8.39 Lacs.

(b) In our opinion, other terms and conditions on which loans have been granted to wholly owned subsidiary company are not, prime facie, prejudicial to the interest of the company.

(c) In the case of loans granted to wholly owned subsidiary company, where stipulation have been made, the borrower has not been regular in repaying the principal amounts as stipulated.

(d) There is no overdue amount of more than Rupees One Lacs in respect of loan granted to parties covered in the register maintained under section 189 of the companies Act, 2013

(e) As per information furnished, the Company has taken Interest Free unsecured loan from parties covered under section 189 of the companies Act, 2013 during the year. The Maximum amount outstanding during the year was Rs. 4508.31 Lacs and the yearend balance of such loan was Rs. 4,131.62 Lacs.

(f) In our opinion, other terms and conditions on which loans have been taken from parties covered in the register maintained under section 189 of the companies Act, 2013, prime facie, are not prejudicial to the interest of the company.

(g) The Company has been regular in repaying the principal amount as stipulated, wherever stipulation exists.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventories, fixed assets and for the sale of 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, no major weakness has been noticed or reported.

5) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 and the rules made there under.

6) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section (1) of section 148 of the Companies Act, 2013 in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

7) a. According to the information and explanations given to us and based on the records of the company examined by us undisputed statutory dues including provident fund, employee's state insurance, sales-tax, wealth tax, service tax, custom duty, excise duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. However in case of Statutory dues including income tax & dividend distribution dax of Rs. 242.01 Lacs have remained outstanding as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

b. According to information and explanation given to us and based on the records of the company examined by us there are no dues of income tax which have not been deposited on account of any disputes.

c. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

8) The company has incurred Cash Losses of Rs. 20,660.48 lacs during the financial year covered by our audit or in the immediately preceding financial year.

9) According to the records of the company examined by us and as per the information and explanations given to us, the company has availed Rs.1526.00 Lacs loans from banks and has not issued any debentures during the year.

10) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year

11) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

12) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the year nor have we been informed of any such instance by the Management.

13) The company has issued 1,61,11,000 Convertible warrants of Rs. 2/- each at a premium of Rs.48/- each during the year in two stages, i.e. 67,15,400 convertible warrants issued on 30/03/2015 & 66,51,300 convertible warrants issued on 10/06/2015. Out of warrants issued at second stage 27,44,300 convertible warrants of Rs. 2/- each is still pending for allotment.

14) During the year, Company's debt was restructured under the JLF Mechanism. The consortium of bankers at its meeting held on March 17, 2015 had approved the Restructuring package of the Company with the cut-off date as September 01,2014

The Restructured package includes inter alia reduction in the existing rate of interest, re-schedulement for repayment of loans, conversion of excess drawing power in C.C. and O.D. accounts including devolved letter of credit and standby letter of credit into working capital Term Loan [WCTL] and additional infusion of funds by the promoters, etc.

The company has passed the necessary entries in the books based on the terms of the restructuring package and accounted for the same as on the reporting date. Any difference in the interest/other charges as agreed in the restructuring package shall be adjusted on final determination.

15) There was fire occurred in one of the Plant of the company during the previous year which results into a Loss of Stock & Fixed Assets. Insurance claim has been filed by the company for Rs. 3,869.57 Lacs out of which Rs.10,00.00 Lacs has been received & balance is still receivable.

16) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For SHYAM C. AGRAWAL & CO.

Chartered Accountants

Firm Registration No. 110243W

Sd/-

Place : MUMBAI Shyam C. Agrawal

Date : 29/08/2015 Proprietor

Membership No.031774


Jun 30, 2014

We have audited the accompanying financial statements of M/s SHARON BIO-MEDICINE LIMITED, which comprise the Balance Sheet as at 30TH June, 2014, Statement of Profit and Loss account 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

The Management of the company is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the company in accordance with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies Act, 1956 (the "Act") which continue to be applicable in respect of section 133 of Companies Act, 2013 in term of general circular 15/2013 dated 13th September, 2013 of the ministry of corporate affairs and in accordance with accounting principles generally accepted in India. This responsibility includes the design, the 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 misstatements, 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 conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material statements 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 principles used and the reasonableness of the accounting estimates made by management as well as evaluating the overall financial presentation.

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

Auditor''s 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 :

i. in the case of Balance Sheet, of the State of affairs of the Company as at 30th June, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Act, we annex thereto a statement on matters specified in paragraph 4 & 5 of the said 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, the Company, as required by the law, has kept proper books of account, so far as it appears from our examination of such books;

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

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss & Cash Flow Statement comply with the Accounting Standards referred in Section 211 (3C) of the Act, which continue to be applicable in respect of section 133 of Companies Act, 2013 in term of general circular 15/2013 dated 13th September, 2013 of the ministry of corporate affairs .

e. On the basis of the written representations received from the directors, as on 30th June, 2014, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th June, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexture to Auditor''s Report ANNEXURE REFERRED TO IN THE PARAGRAPH 3 OF INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 30TH JUNE, 2014 OF M/s SHARON BIO-MEDICINE LIMITED.

With Reference to paragraph 3 of the Auditors Report of Sharon Bio-Medicine Limited on financial statements for the year ended June 30, 2014..

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As explained to us, the Fixed Assets have been Physically Verified by the Management during the year. No material discrepancies were noticed on such verifications.

(c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed off by the company during the year. However the Capital Loss of 14,58,69,468/- has been suffered by the Company

2) (a) The inventory have been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) The procedure for physical verification of stock followed by the Company are reasonable & adequate in relation to the size of the Company & the nature of its business.

(c) The Company has maintained proper records of Inventories. The Discrepancies, if any, noticed on physical verification of Stock as compared to book records have been properly dealt within the books of Accounts.

3) (a) As per information furnished, the Company has not granted interest free unsecured loans, to wholly owned subsidiary company during the year. The Maximum amount outstanding during the year was Rs. 8.39 Lacs and the yearend balance of such loan was Rs. 8.39 Lacs.

(b) In our opinion, other terms and conditions on which loans have been granted to wholly owned subsidiary company are not, prime facie, prejudicial to the interest of the company.

(c) In the case of loans granted to wholly owned subsidiary company, where stipulation have been made, the borrowers have been regular in repaying the principal amounts as stipulated.

(d) There is no overdue amount of more than Rupees One Lacs in respect of loan granted to parties covered in the register maintained under section 301 of the companies Act, 1956

(e) As per information furnished, the Company has taken Interest Free unsecured loan from parties covered under section 301 of the companies Act, 1956 during the year. The Maximum amount outstanding during the year was Rs. 4048.56Lacs and the yearend balance of such loan was Rs. 1381.40 Lacs.

(f) In our opinion, other terms and conditions on which loans have been taken from parties covered in the register maintained under section 301 of the companies Act, 1956 , prime facie, are not prejudicial to the interest of the company.

(g) The Company has been regular in repaying the principal amount as stipulated, wherever stipulation exists.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of Inventory and Fixed assets and for the sale of Goods & Services. We have not observed any major weakness in the internal control system during the course of audit.

5) (a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices except in case of services received from parties. We have been informed that no similar services have been taken from other parties and hence the prices at which services have been received is not comparable.

6) In our opinion and according to the information and explanation given to us, the company has not accepted any deposit from public during the year, within the meaning of section 58A and 58AA and other relevant provisions of the companies Act, 1956 and rules frames there under.

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

8) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

9) (a) According to the information, explanation given to us and records of the company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and records of the company examined by us, no dues in respect of Sales Tax, Income Tax, Custom Duty, Excise Duty, Cess and other material dues have been deposited on account of dispute.

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

11) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of any dues to financial Institutions and banks.

12) In our opinion and according to the information and explanation 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) In our opinion the company is not a chit fund or nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors report) Order 2003 are not applicable to the company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15) In our opinion and as per the information and explanations given to us by the company no guarantees has been given by the company for loans taken by others from banks or financial institutions.

16) In our opinion, the term loan raised during the year and loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17) According to the information and explanation given to us and on overall examination of the balance sheet we report that no funds raised on short term basis have been used for long term investments.

18) According to the information and explanation given to us the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The company has not raised any money by the way of Public issue during the year.

21) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For SHYAM C. AGRAWAL & CO.

Chartered Accountants

Firm Registration No. 110243W

Sd/-

Place : MUMBAI Shyam C. Agrawal

Date : 28/08/2014 Proprietor


Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s SHARON BIO-MEDICINE LIMITED, which comprise the Balance Sheet as at 30th June, 2013, Statement of Profit and Loss account 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

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the company in accordance with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Companies Act, 1956 (the "Act"). This responsibility includes the design, the 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 misstatements, 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 conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material statements 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 principles used and the reasonableness of the accounting estimates made by management as well as evaluating the overall financial presentation.

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

Auditor''s 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 :

i. in the case of Balance Sheet, of the State of affairs of the Company as at 30th June, 2013;

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

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

Report on Other Legal and Regulatory Requirements

As required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Act, we annex thereto a statement on matters specified in paragraph 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 7 above, 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, the Company, as required by the law, has kept proper books of account, so far as it appears from our examination of such books;

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

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

e. On the basis of the written representations received from the directors, as on 30th June, 2013, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th June, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexture to Auditor''s Report

With Reference to paragraph 3 of the Auditors Report of Sharon Bio-Medicine Limited on financial statements for the yearendedJune30,2013.

1) (a) The Company has maintained proper records showing full particulars including quantitative details and ituations of Fixed Assets.

(b) As explained to us, the Fixed Assets have been Physically Verified by the Management during the year. No material discrepancies were noticed on such verifications.

(c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2) (a) The inventory have been physically verified during the year by the management. Inouropinionthefrequencyof the verification is reasonable.

(b) The procedure for physical verification of stock followed by the Company are reasonable & adequate in relation to the size of the Company & the nature of its business.

(c) The Company has maintained proper records of Inventories. The Discrepancies, if any, noticed on physical verification of Stock as compared to book records have been properly dealt within the books of Accounts.

3) (a) As per information furnished, the Company has not granted interest free unsecured loans, to wholly owned subsidiary company during the year. The Maximum amount outstanding during the year was Rs. 8.39 Lacs and the yearend balance of such loan was Rs. 8.39 Lacs.

(b) In our opinion, other terms and conditions on which loans have been granted to wholly owned subsidiary company are not, prime facie, prejudicial to the interest of the company.

(c) In the case of loans granted to wholly owned subsidiary company, where stipulation have been made, the borrowers have been regular in repaying the principal amounts as stipulated.

(d) There is no overdue amount of more than Rupees One Lacs in respect of loan granted to parties covered in the register maintained under section 301 of the companies Act, 1956

(e) As per information furnished, the Company has taken Interest Free unsecured loan from parties covered under section 301 of the companies Act, 1956 during the year. The Maximum amount outstanding during the year was Rs. 4048.56Lacs and the yearend balance of such loan was Rs. 4048.56 Lacs.

(f) In our opinion, other terms and conditions on which loans have been taken from parties covered in the register maintained under section 301 of the companies Act, 1956, prime facie, are not prejudicial to the interest of the company.

(g) The Company has been regular in repaying the principal amount as stipulated, wherever stipulation exists.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of Inventory and Fixed assets and for the sale of Goods & Services. We have not observed any major weakness in the internal control system duringthe course of audit.

5) (a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained underthat Section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices except in case of services received from parties. We have been informed that no similar services have been taken from other parties and hence the prices at which services have been received is not comparable. .

6) In our opinion and according to the information and explanation given to us, the company has not accepted any deposit from public during the year, within the meaning of section 58A and 58AA and other relevant provisions of the companies Act, 1956 and rules frames there under.

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

8) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(l)(d) of the Act in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

9) (a) According to the information, explanation given to us and records of the company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material dues as applicable with the appropriate authorities. (b) According to the information and explanations given to us and records of the company examined by us, no dues in respect of Sales Tax, Income Tax, Custom Duty, Excise Duty, Cess and other material dues have been deposited on account of dispute.

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

11) In our opinion and according to information and explanation given to us the company has not defaulted in repayment ofany dues to financial Institutions and banks.

12) In our opinion and according to the information and explanation 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) In our opinion the company is not a chit fund or nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors report) Order 2003 are not applicable to the company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15) In our opinion and as per the information and explanations given to us by the company no guarantees has been given by the company for loans taken by others from banks or financial institutions.

16) In our opinion, the term loan raised during the year and loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17) According to the information and explanation given to us and on overall examination of the balance sheet we report that no funds raised on short term basis have been used for long term investments.

18) According to the information and explanation given to us the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The company has not raised any money by the way of Public issue during the year.

21) According to the information and explanation given to us no fraud on or by the company has been noticed or reported duringthe course of our audit.

For SHYAM C. AGRAWAL & CO.

Chartered Accountants

Firm Registration No. 110243W

Sd/-

Place:MUMBAI Shyam C. Agrawal

Date : 29/08/2013 Proprietor

Membership No.031774


Jun 30, 2010

1. We have audited the attached Balance Sheet of Sharon Bio-Medicine Limited as at 30th June, 2010, and also the Profit and Loss Account and 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 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 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, (" the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act,1996 we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, 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 purposes of our audit.

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

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

d) In our opinion, the Profit & Loss Account and Balance Sheet and Cash Flow Statement comply with the Accounting Standards referred to in sub Section 3(c) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of Directors are disqualified as on 30th June 2010 from being appointed as a Director 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 accounts read together with the significant accounting policies and the Notes forming parts of accounts give the information required by the companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2010.

ii) In the case of the Profit and 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.

ANNEXTURE TO AUDITORS REPORT Referred to paragraph 3 of the Auditors Report of even date to the members of Sharon Bio-Medicine Limited on financial statements for the year ended June 30,2010.

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As explained to us, the Fixed Assets have been Physically Verified by the Management during the year. No material discrepancies were noticed on such verifications.

(c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

2) (a) The inventory have been physically verified during the year by the management. In our opinion the frequency of the verification is reasonable.

(b) The procedure for physical verification of stock followed by the Company are reasonable & adequate in relation to the size of the Company & the nature of its business.

(c) The Company has maintained proper records of Inventories. The Discrepancies, if any, noticed on physical verification of Stock as compared to book records have been properly dealt within the books of Accounts.

3) (a) As per information furnished, the Company has granted interest free unsecured loans,to wholly owned subsidiary company. The Maximum amount outstanding during the year was Rs. 8.39 Lacs and the year end balance of such loan was Rs. 8.39 Lacs.

(b) In our opinion, other terms and conditions on which loans have been granted to wholly owned subsidiary company are not, prime facie, prejudicial to the interest of the company.

(c) In the case of loans granted to wholly owned subsidiary company, where stipulation have been made, the borrowers have been regular in repaying the principal amounts as stipulated.

(d) There is no overdue amount of more than Rupees One Lakh in respect of loan granted to parties covered in the register maintained under section 301 of the companies Act, 1956

(e) As per information furnished, the Company has taken interest free unsecured loans, from 9 parties covered in the register maintained under section 301 of the companies Act, 1956. The Maximum amount outstanding during the year was Rs. 4402.49 Lacs and the yearend balance of such loan was Rs. 4402.49 Lacs

(f) In our opinion, other terms and conditions on which loans have been taken from parties covered in the register maintained under section 301 of the companies Act, 1956, prime facie, not prejudicial to the interest of the company.

(g) The Company has been regular in repaying the principal amount as stipulated, wherever stipulation exists.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of Inventory and Fixed assets and for the sale of Goods & Services. We have not observed any major weakness in the internal control system during the course of audit.

5) (a) In our opinion and according to the information and explanations given to us, the particulars of Contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanation given to us, there is no transaction made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5 Lacs in respect of each party during the year.

6) In our opinion and according to the information and explanation given to us, the company has not accepted any deposit from public during the year, within the meaning of section 58A and 58AA and other relevant provisions of the companies Act, 1956 and rules frames thereunder.

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

8) 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.

9) (a) According to the information, explanation given to us and records of the company examined by us, in our opinion the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and records of the company examined by us, no dues in respect of Sales Tax, Income Tax, Custom Duty, Excise Duty ,Cess and other material dues have been deposited on account of dispute.

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

11) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of any dues to financial Institutions and banks.

12) In our opinion and according to the information and explanation 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) In our opinion the company is not a chit fund or nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors report) Order 2003 are not applicable to the company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

15) In our opinion and as per the information and explanations given to us by the company no guarantees has been given by the company for loans taken by others from banks or financial institutions.

16) In our opinion, the term loans raised during the year and loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17) According to the information and explanation given to us and on overall examination of the balance sheet we report that no funds raised on short term basis have been used for long term investments.

18) According to the information and explanation given to us the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The company has not raised any money by the way of Public issue during the year.

21) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For Jain Gangwal & Associates

Chartered Accountants

Firm Registration No.ll4382W

Sd/-

Kamal Gangwal

Partner

Membership No. 042234

PLACE : MUMBAI DATE : 04.12.2010




Jun 30, 2003

We have audited the attached Balance Sheet of SHARON BIO-MEDICINE LTD. as at 30.06.2003 and also the attached Profit & Loss Account of the Company for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examination on 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of Section 227(4-A) of The Companies Act, 1956 we enclose, in the annexure, a statement on the matters specified in the paragraphs 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph (1) above:

a) We have obtained all the information and explanation, 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 it appears from the examination of those books;

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in Agreement with the books of accounts;

d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with the Accounting Standards referred in sub-Section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors, and taken on record by the Company, we report that none of the Director is disqualified, as on the balance sheet date, from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon and the schedules attached thereto, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:-

i) In the case of Balance Sheet of the state of affairs of the Company as at 30.06.2003 and,

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. No serious discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. The stocks of finished goods, raw materials, stores spares parts, consumables and components have been physically verified by the management at reasonable intervals during the year.

4. The procedure of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company & the nature of its business.

5. No serious discrepancies have been noticed on verification of stock as compared to book records.

6. In our opinion, and on the basis of our examination, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principal and is consistent as compared to previous financial years.

7. We have been explained that the Company has not taken any loan secured or unsecured from Companies, Firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

8. We have been explained that, during the year Company has not granted any loans secured or unsecured or advances to the Companies or firms and other parties as listed in the register maintained under Section 301 of the Companies Act, 1956.

9. The parties including employees, to whom loans or advances in the nature of loan have been given are repaying the principal amounts as stipulated also, are regular in payment of interest wherever applicable.

10. In our opinion and according to the information and explanation given to us during the course of our audit, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of raw materials, stores, spares & consumable components, plant & machinery, equipments and other assets and with regard to sale of goods.

11. According to the information and explanations given to us no transactions of purchase of goods and materials or sale of goods, materials and services aggregating during the year to Rs. 50,000/- or more in respect of any party, made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956, have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services.

12. As explained to us, the company does not have unserviceable or damaged stores, raw materials and defective finished goods.

13. The Company has not accepted deposits from the public and therefore, the directive issued by the Reserve Bank of India and provisions of Section 58-A of the Companies Act, 1956 and the rules framed thereunder do not apply to the Company.

14. In our opinion reasonable records have been maintained by the Company for sale and disposal of realizable scraps. The Company has no by - products.

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

16. According to explanation and information given by the management provisions of Section 209(1) (d) related to maintenance of Cost Records is not applicable to the Company.

17. According to explanation and information given by the Management, Provisions of Provident Fund & Miscellaneous Act are not applicable to the Company.

18. On the basis of the records of the Company, no undisputed amounts were payable and outstanding in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty as at 30.06.2003, for a period of more than six months from the date they became payable.

19. According to the information & explanation given to us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.

20. On the basis of our examination of the records of the Company and keeping related provisions of the relevant Acts, the Company is not a Sick Industrial Company within the meaning of Section 3 (1) (0) of the Sick Industrial Companies (Special Provision) Act, 1985.

21. As explained to us, in respect of trading activities, The Company does not have any damaged goods.

22. As per the records of the Company, the Company is generally regular in depositing the Provident Fund dues with the appropriate authorities. As explained to us, the provision of the Employees state Insurance Act are not applicable to the Company for this year.

23. The Company is not a sick industrial Company within the meaning of clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985.

For K.K.GANGWAL & ASSOCIATES Chartered Accountants

Sd/- Kamal Gangwal Proprietor.

Place : Mumbai Date : 28th November, 2003.

 
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