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Auditor Report of Shukra Pharmaceuticals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RELISH PHARMACEUTICALS LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and cash flow statements for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 the design, implementation and maintenance of adequate internal financial control 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.

Auditor's Responsibility

Our responsibility is to express as opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 judgments, 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 overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis on the standalone financial statements.

Opinion

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

Report on other Legal and Regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 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 1 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 appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and cash flow statement dealt with by this Report are in agreement with the books of account;

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Report of even date to the members of Shree Additives (Pharma & Foods) Private Limited on the accounts of the company for the year ended 31 st March, 2015. Annexure forming a part of Auditors' Report:

1 In respect of its fixed assets:

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets. Necessary records in this regard for the year under consideration are under updating.

b) All the assets have not been verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to size and the nature of its assets. No material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

2 In respect of inventories:

a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3 In respect of granting of loans, the Company has not granted unsecured loans to a company covered in the register maintained under section 189 of the Companies Act, 2013.

4 In our opinion and according to information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company & the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5 According to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014, as amended, would apply.

6 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 148(1) of the Companies Act, 2013, related to the manufacture of products and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

7 According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues including Income Tax, Sales Tax, service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amount payables in respect of Income Tax. Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

c) There are no amounts that are due to be transferred to the Investor Education

8 The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

9 Based on our audit procedure and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks. The Company does not have any borrowing by way of debenture.

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

11 The Company did not have any term loans outstanding during the year..

12 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For B.J.Trivedi & Associates Chartered Accountants ICAI Firm Registration Number: 111042W

Sd/- Bharat Trivedi Proprietor Membership No- 039595

Place: Ahmedabad Date: 16/05/2015




Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of The Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on the other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

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

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of the Company''s fixed assets:

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of Company''s inventories:

(a) The management during the year has conducted physical verification of the inventories & in our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate having regard to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us , the company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3. (a) During the year, the company has not taken any unsecured loans from parties covered in the register maintained under section 301 of the company Act, 1956. The closing balance at the end of year is Rs. 2,750,000/-.

(b) As informed to us, the company has granted loan to parties covered in the register maintained under section 301 of the companies Act 1956. The Closing Balance at the end of the year is Rs 5,284,683/-

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase fixed assets and payment for expenses. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information and explanations given to us and in our opinion, in respect of transaction with parties with whom transactions exceeding value of Rs. five lacs have been entered into during the financial year, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transaction where we are unable to comment owing to the unique and specialized nature of the items and absence of any comparable prices, whether the transaction are made at the prevailing market prices at the relevant time or not.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of the clause 4(vi) of the order are not applicable to the company.

7. As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information and explanation given by the management, the Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally not been regularly deposited with the appropriate authorities. According to the information and explanations given to us there are outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. In our opinion and on the basis of accounts, read with noted to accounts, there are losses of the Company at the end of financial year and the company has not incurred cash loss in the current financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company does not have any borrowings from financial institution or by way of issue of debenture.

12. According to the information and explanations given 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 and therefore , the provision of clause 4(xiii) of the companies (auditor''s Report ) order, 2003 are not applicable to the company.

14. According to information and explanations given to us, the Company is not dealing in trading in Shares, Securities & other Investments and therefore , the provision of clause 4(xiv) of the companies (auditor''s Report) order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31sl March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, during the year covered by our report, the Company has not issued any debentures.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For, Rajesh Singi & Associates

Chartered Accountant FRN NO: 012310C Sd/- Drishti Adiani Partner Membership No. 127218 May 30,2014 Ahmedabad


Mar 31, 2013

Report on the Financial Statements:

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

Management''s Responsibility for the Financial Statements:

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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

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

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

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

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

Report on the other Legal and Regulatory Requirements:

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

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

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

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

c) The Balance Sheet, Statement of Profit and Loss and cash flow statement with by this Report are in" agreement with the books of account.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

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

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of the Company''s fixed assets:

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. In respect of Company''s inventories:

(a) The management during the year has conducted physical verification of the inventories & in our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate having regard to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us , the company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3. (a) During the year the company has not taken any unsecured loans from parties covered in the register maintained under section 301 of the company Act, 1956. The closing balance at the end of year is Rs. 4,791,064.

(b) As informed to us, the company has granted loan to parties covered in the register maintained under section 301 of the companies Act 1956.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase fixed assets and payment for expenses. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information and explanations given to us and in our opinion, in respect of transaction with parties with whom transactions exceeding value of Rs. five lacs have been entered into during the financial year, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transaction where we are unable to comment owing to the unique and specialized nature of the items and absence of any comparable prices, whether the transaction are made at the prevailing market prices at the relevant time or not.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of the clause 4(vi) of the order are not applicable to the company.

7. As per information and explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information and explanation given-by the management, the Central Government has prescribed maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor. Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally not been regularly deposited with the appropriate authorities. According to the information and explanations given to us there are outstanding statutory dues as on 31st of March, 2013"for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, following are the dues which have not been deposited on account of disputes being Income Tax of X 919262/- and Excise duty ofRs. 803300/-

10. In our opinion and on the basis of accounts, read with noted to accounts, there are losses of the Company at the end of financial year and the company has not incurred cash loss in the current financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company does not have any borrowings from financial institution or by way of issue of debenture.

12. According to the information and explanations given 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 and therefore , the provision of clause 4(xiii) of the companies (auditor''s Report ) order, 2003 are not applicable to the company.

14. According to information and explanations given to us, the Company is not dealing in trading in Shares, Securities & other Investments and therefore , the provision of clause 4(xiv) of the companies (auditor''s Report ) order, 2003 are not applicable to the company.

15. According to the information and explanations given to us,-the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, during the year covered by our report, the Company has not issued any debentures.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Rajesh Singi & Associates

Chartered Accountants

Date: 30/05/2013

Place: Ahmedabad Sd/-

(Drishti Adiani)

Partner

M. No. 127218


Mar 31, 2012

1. We have audited the attached Balance Sheet of RELISH PHARMACEUTICALS LIMITED 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.

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

3. As required by the Companies (Auditor''s Report) order, 2003 issued by the Central Govt. of India in terms of Section 227(4A) of the Companies Act, 1956, on the basis of information & explanations given to us and disclosure made by the company in annexed accounts, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order in respect of the period covered under the audit and to the extent applicable to the Company. -

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

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

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

(iii) The Balance Sheet, Profit & Loss Account dealt with by this report are in agreement "with the books of accounts;.-''

(iv) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report complies with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representation received from the Directors of the Companies as on March 31st, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31st, 2012 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, subject to third party balance confirmations, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

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

ANNEXURE REFERRED TO IN PARA GRAPH (3) OF THE AUDIT REPORT OF EVEN DATE TO THE MEMBERS OF RELISH PHARMACEUTICALS LIMITED, ON THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2012

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

(b) As informed to us, substantial portion of the fixed assets has been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(c) None of the substantial part of fixed assets has been disposed off during the year.

(2) (a) The management during the year has conducted physical verification of the inventories & in our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate having regard to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(3) (a) During the year, the company has taken unsecured loans from the parties covered in the register maintained under section 301 of the Act." the closing balance at the end of the year is Rs.. 7819947.00 the terms and conditions are not prima facie prejudicial to the interest of the Company. The payment of principal is regular. There has been no overdue amount during the year.

(b) As informed to us, the company hjfltnot given loans to the Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956 JFJ-/nfMiflf

(4) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(5) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In respect of transactions with parties with whom transactions exceeding value of Rs. five lacs have been entered into during the financial year, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transactions where we are unable to comment owing to the unique and specialized nature of the items and absence of any comparable prices, whether the transactions are made at the prevailing market prices at the relevant time or not.

(6) The company has not accepted any deposit during the year from public.

(7) In our opinion the company has an internal audit system commensurate with the size and the nature of its business, however, there are scope for further improvement.

(8) As informed to us, the Central Government of India has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act,1956 for any of the products of the Company.

(9) (a) The Company is generally not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, Cess and other material statutory dues applicable to it.

(b) According to records, information and explanations given to us the detail of statutory dues toward Income Tax, Which have not been deposited on account of dispute of pending at Hon''ble Income Tax Tribunal for A Y 2001-02 has been Rs 9,19,262/-

(10) In our opinion and on the basis of accounts, read with notes to accounts, there are losses of the Company at the end of financial year and the Company has not incurred cash loss in the current financial year covered by our-"audit or in the immediately preceding financial year. j**

(11) In our opinion and according to the information and explanations provided to us the company has made settlement with Union Bank of India and Syndicate Bank against the term loan and Working Capital'' limit outstanding. Out of the total dues outstanding of Rs. 76.10 Lacs the settlement was made at Rs 50.70 Lacs and the balance amount is considered in extraordinary income in the profit and loss account in the current financial year.

(12) Based on our audit procedures and on the information and explanations given by the management, we-are of the opinion that the company has not defaulted in repayment of duetto the bank. The company does not have any borrowings from financial institution or by way issue of debentures.

(13) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(14) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(15) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(16) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its associates from Banks or Financial Institution.

(17) According to the information and explanations given to us, the company has not taken any term loans during the year and accordingly, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(18) According to the Cash Flow Statement and other records examined by us as well as information and explanations given to us on an overall basis, we report that funds raised on short term basis have not prima-facie been used for long term investment & vice-versa, though surplus funds which were not required for immediate utilization have been gainfully invested in liquid investment payable on demand.

(19) The Company has not made preferential allotment of share to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(20) The company has not issued any debentures and accordingly, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. j,-*

(21) The company has not raised any money through a,public issue and accordingly, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company. -''

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

For, Rajesh Singi & Associates

M.No. 127218


Mar 31, 2010

1. We have audited the attached Balance Sheet of Relish Pharmaceuticals Limited, as at 31st March 2010 and Profit and 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.

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

3. As required by the Companies ( Auditors Report ) Order, 2003 issued by the central government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, para 4 & 5 are not applicable to the company.

4. Further to our comments in the Annexure referred to 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, subject to note no.8, regarding non maintenance of Costing records proper books of account as required by law have been kept by the Company so far as it appears form our examination of such books.

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

(d) Except for non compliance of Accounting Standard 15 (refer note no 3) for Accounting for Retirement Benefits in the Financial Statement of Employers, Accounting Standard 22 (refer note no. 4) Accounting for taxes on income, In our opinion, the balance sheet and profit & loss account comply with the accounting standards referred to in sub-section ( 3 C ) of section 211 of the companies act, 1956.

(e) Except as above and On the basis of written representation received from the directors as on 31/03/2010 and, taken on records by the Board of Directors, We report that none of the directors is disqualified as on 31s' March. 2010 form being appointed as a Directors in terms of clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

Attention is invited to :

1. Note no 5 regarding the accounts of the Company have been prepared on going concern basis.

2. Note no.: 6 regarding balances of secured and unsecured loans, creditors, other liabilities, debtors, loans and advances and balances with banks being subject to confirmation and reconciliation.

3. Note no.: 7 regarding expenses Capital work in progress for building of Rs.4,56,710 in respect of which non provision for impairment is required to be made in the opinion of the management of the Company. In absence of any evidence in this regard, I am unable to comment on the provision for impairment and /or readability of the same.

(f) Subject to the foregoing, In our opinion and to the extent best of our information and according to the explanation given to us, the said balance-sheet read together with the notes and give by the companies Act 1956 in the manner as required a true and fair view in the case of Balance Sheet, of the state of affairs of the Company as at 31st March,2010 and

(I) In the case of balance Sheet, of state of affairs of the Company as at 31st March, 2010 and

(II) In the case of Profit & loss Account, of the profit, of the Company for the year period ended on that date.

Annexure referred to in paragraph 3 of the auditors' report to the shareholders of Relish Pharmaceuticals Ltd. on the accounts of the year ended on 31s' March 2010.

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

(b) as explained to us, the part of the fixed assets has been physically verified by the management at reasonable intervals and as explained to us, no material discrepancies was noticed on such verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to size of the Company and the nature of its business.

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

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured and unsecured to the companies, firm and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not taken unsecured loan from parties covered in the register in the register maintained under Section 301 of the Companies Act, 1956.

(c)In our opinion, in view of the above, whether the rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company, is not applicable.

(d) In view of the above, the payment of principal amounts and interest is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are internal control procedures which are required to be strengthened to make commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure of major weakness in the internal control.

(v) According to the information and explanations given to us, the Company has not entered in any transaction which is required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) During the year under review, the Company has not accepted any deposits from public.

(vii) In our opinion, the internal audit system of the Company is required to be strengthened to make it commensurate with the size and nature of the business.

(viii) As informed by the management, the accounts and records, as required by the Rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, are not made and maintained by the Company.

(ix) (a) According to the records, information and explanations provided to us and also representation received from he management, the Company has not been regular in depositing with approximate authorities undisputed statutory dues including provident fund, Employees state insurance, Sales tax, Excise duty and Cess. Quantification in case of undisputed statutory dues for Provident Fund has not been made in absence of the available information in this regard.

(b) According to the records, information and explanations provided to us, the details of statutory dues towards Income Tax, which have not been deposited on account of dispute of pending at Hon'ble Income Tax Tribunal for AY 2001-2002 has been Rs. 9,19,262.

(x) In my opinion and according to the information and explanations given to us the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xi) The company is not a Chit Fund, Nidhi or Mutual Benefit Fund / Society. Therefore the provisions of clause (xiii) of Para 4 of the Order are not applicable to the company.

(xii) In our opinion and according to the explanation and information given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of para 4 of the Order are not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and hence clause (xv) of Para 4 of the Order is not applicable to the Company.

(xiv) According to the records of the Company, the Company has not taken term loan during the year and hence comments under clause (xvi) of Para 4 of the Order are not called for.

(xv) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on long term basis have prima facie been used during the year for short term investment.

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xvii) The Company has not issued any debentures requiring report under clause (xix) of Para 4 of the Order.

(xviii) During the period covered by us audit, the Company has not raised any money by way of public issue.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R. M. Nagar & Associates. Chartered Accountants,

(Ramesh Nagar) Proprietor Membership No.: 38463

Place : Ahmedabad Date : 31/07/2010


Mar 31, 2009

1 We have audited trie attached Balance Sheet of Relish Pharmaceuticals Limited, as at 31st March 2009 and Profit and Loss Account for the year ended on that date annexed thereto. These financial statemerts 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 the auditing standards generally accepted in Inaia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining , on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Asl required by the Companies ( Auditors Report ) Order, 2003 issued by the central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, para 4 & 5 are not applicable to the company.

further to our comments in the Annexure referred to above, We report (hat

(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, subject to note no 6, regarding non maintenance of Costing records proper books of account as required by law have been kept by the Company so fa: as it appears form our examination of such books

{c} The Balance Sheet and Profit & Loss account dealt with by thrs report are in agreement with the books of account

(d) Except for non compliance of Accounting Standard 15 (refer note no 3) for Accounting for Retrrement Benefits in the Financial Statement of Employers, Accounting Standard 22 (refer note no 4) Accounting for taxes on income, In our opinion, the balance sheet and profit & loss account comply wrlh the accounting standards referred to in sub- section (3 C ) of section 211 of the companies act, 1956.

(e) Except as above and On the basis of wrriten representation received from the directors as on 31/03/2009 and, taken on records by the Board of Directors, We report that none of the directors is disqualified as on 31si March. 2009 form being appointed as a Directors in terms of clause (g) of sub-section (1) of section 274 of the companies Act. 1956.

Attention is invited to :

1.Note no 5 regarding the accounts of the Company have been prepaied on goingconcern basis

2 Note no 6 regs."ding balances of secured rn unsecured roans, creditors, other liabilities, debtors, loans and advances and balances with banks being subject to confirmation and reconciliation

3, Mote no.: 7 regarding expenses Capital work in progress for building of Rs.4,56,710 in respect of which non provision for impairment is required to be made in the opinion of the management of the Company. In absence of any evidence in this regard, I am una hie to comment on the provision for impairment and /or readability o: the same

{f) Subject to the foregoing, In our opinion and to the extent best of our information and acwrding to the explanation given to us, the said balance-sheet read together with the notes and gu& by the companies Act 1956 in the manner as required a true and fair vjew in the case of Balance Sheet, of the state of affairs of the Company as at 31s1 Manch,2009 and

(I) In the case of balance Sheet, of state of affairs of the Company as at 31st March 2008 and

(II)In the case of Profit A loss Account, of the profit, of the Company for the year period ended on that date.

Annexure referred to in paragraph 3 of tbe auditors* report to the shareholders of Relish Pharmaceuticals Ltd. on the accounts of the year ended on 31sl March 2009.

(i) (a) The company has maintained proper records showing full particulars, including situation or fixed assets.

(b) as explained to us, the part of the fixed assets has been physically verified by the management at reasonable intervals and as explained to us, no material discrepancies was noticed on such verification.

(c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by the management were reasonable and adequate in relation to size of the Company and the nature of its business.

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

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured and unsecured to the companies, tInn and other parties covered in the agister maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not taken unsecured loan from parties covered in the register in the register maintained under Section 301 of the Companies Act, 1956,

(c)In our opinion, in view of the above, whether the rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company, is not applicable.

(d) In view of the above, the payment of principal amounts and interest is not applicable,

(iv) In our opinion and according to the information and explanations given to lis, there are internal comrol procedures which are required lu be strengthened to make commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure of major weakness in the internal control.

(v) According to the information and explanations given to us, the Company has not entered in any transaction which is required to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) During the year under review, the Company has not accepted any deposits from public.

(vii) In our opinion, the internal audit system of the Company is required to be strengthened to make it commensurate with the size and nature of the business.

(viii) As informed by the management, the accounts and records, as required by the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, are not made and maintained by the Company.

(ix) (a) According to the records, information and explanations provided to us and also representation received from by man agemen I, the Company has not been regular in depositing with approximate authorities undisputed statutory dues including provident fund, Employees state insurance, Sales tax. hxcise duty and Cess. Quantification in case of undisputed statutory dues for Provident Fund has not been made in absence of the available information in this regard. (b) According to t records, information and explanations provided to ui, the details o" statutory dues towards Income Tax, which have not been deposited on account of dispute of pending at flonble Income Tax Tribunal for AY 2001-2002 had beeKs. 9,19,262.

(x) In my opinion and according to the information and explanations given to us the Company has not granted loans or advances on the basis of" security by way of pledge of shares, debeniures and other securities,

(xi) The company is not a Chit Fund, Nidhi or Mutual Benefit Fund / Society. Therefore the provisions of clause (xiii) of Para 4 of the Order are not applicable to the company.

(xii) In our opinion and aceording to the explanation and information given to us, the Company is not dealing in or trading in shares, securities debentures and other investments. Accordingly, the provisions of clause (xiv) of para 4 of the Order are not applicable to die Company,

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions and hence clause {w) of Para 4 of the Order is not applicable to the Company.

(xiv) According to the records, of the Company, the Company has not taken term loan during the yeir and hence comments undei clause (xvi) of Para 4 of the Order are net called for. sZTn (s.v) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report thai no funds raised on long term basis have prima facie been used during the year for short term investment.

(xvi) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xvii) The Company has not issued any debentures requiring report under clause (xix) of Para 4 of the Order.

(wiii) During (he period covered by us audit, the Company has not raised any money by way of public issue.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year,

R M. Nagar & Associates Chartered Accountants

(Ramesh M, Nagar) Proprietor Proprietor PLACE : AHMEDABAD Membership No 38463

DATE 08/08/2009

 
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