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Auditor Report of Titan Biotech Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Titan Biotech Limited (the 'Company') which comprise the Balance Sheet as at 31 March, 2015, 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 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 financial statements that give a true and fair of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March, 2015, and 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 Section 143(11) of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act and Companies (Audit and Auditors) Rules 2014, 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except Accounting Standard No. 15 relating to "Employee Benefits".

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

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

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

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

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 to the members of Titan Biotech Limited ('the Company') on the accounts of the Company for the year ended 31 March, 2015] On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

(i) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, Including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(ii) In respect of its Inventories:

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

(iii) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 1 89 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1 )(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance. Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March, 2015 for a period of more than six months from the date of becoming payable.

b. According to the information and explanations given to us, there were no amounts of statutory dues which have not been deposited on account of any dispute.

c. According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act and rules made thereunder.

(viii)The Company does not have accumulated losses at the end of financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions, banks or debenture holders.

(x) The Company has not given any guarantees for loans taken by others from banks and financial institutions during the year.

(xi) The Company has not taken any Term Loan during the year. Although there are Vehicle loans taken from Banks and year-end balance amount was Rs.59,43,1 85.45 in these loan accounts.

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

for Deepika Setia & Co

Chartered Accountants

FRN-013515N

D.S.Kajal

Place:Delhi F.C.A. Partner

Date :28.05.2015 M.No.091609


Mar 31, 2014

We have audited the accompanying financial statements of Titan Biotech Limited (the ''Company'') which comprise the Balance Sheet as at 31 March 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

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain 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 entity''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:

(I) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 March 2014;

(ii) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended by the Companies (Auditor''s Report) Amendment Order, 2004 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 the Order.

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

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub -section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 except Accounting Standard No. 15 relating to "Employee benefits"; and

e. On the basis of written representations received from the Directors as on 31 March 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 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 AUDITORS REPORT

The Annexure is referred to in our Report to the Members of Titan Biotech Limited (''the Company'') for the year ended March 31,2014. We report that:

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets on the basis of available information.

b. As explained to us, the major portion of 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 nature of its assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any of its fixed assets and the going concern status of the company is not affected.

2. In respect of its Inventories:3

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories and no material discrepancies were noticed on verification between the physical stock and book records during the year.

3. In respect of loans granted and taken to / from parties covered in the register

maintained u/s 301 of the Companies Act, 1956.

a. The company has not granted any loans to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. Further we are informed that the company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act as per details given below :

Name of the Party O/s Amount as at 31.03.2014

Titan Securities Limited 2,39,00,000.00

Tanita Leasing & Finance Limited 35,00,000.00

Connoisseur Management Services Pvt.Ltd. 50,00,000.00

c. On the basis of our examination of records, the rate of interest and other terms and conditions of unsecured loans taken by the company, are not prima facie prejudicial to the interest of the company.

d. In respect of above unsecured loans, payment of the principal amount and interest thereon has not become overdue during the year under audit.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

5A. According to the information and explanations given to us by the management, we are of the opinion that the contracts and arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

5B. In our opinion and according to the explanations given to us there are no transactions during the year in pursuance of contracts and arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rs.5.00 lacs in respect of any party.

6. No Deposits within the meaning of Section 58A and 58AA or any other relevant provision of Act and rules framed there under have been accepted by the Company.

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

8. We are informed by the management that the Company is not required to maintain cost records under Section 209(1)(d) of the Companies Act, 1956 for any of its products. However the Company has complied with cost compliance mandated by the Ministry of Corporate Affairs.

9. In respect of statutory dues:

a. According to the information and explanations given to us and records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues, Including Provident Fund, Employees'' State Insurance, Income-Tax , Sales Tax, Value Added Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

b. According to the records examined, there are no substantial amount payable on account of any dispute in respect of the aforesaid dues which were outstanding as at March 31, 2014 for a period of more than six months from the date they become payable.

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

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the explanations given to us and based on the information available, no

loans and advances have been granted by the Company on the basis of security by way

of pledge of shares, debenture and other securities.

13. The company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Order are not applicable.

15. On the basis of records examined by us and information and explanations provided by the management, the Company has not given any guarantees for loans taken by others from bank and financial institutions.

16. The Company has taken vehicle loan during the year from ICICI Bank and outstanding balance is Rs.24, 78,787.70 at 31st March 2014.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized short- term funds to finance its long-term assets and vice-versa.

18. We are informed that the company has not made any preferential allotment of Equity shares to Non Promoter Companies during the year.

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

20. The Company has not raised any money from public during the year under audit.

21. 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 Deepika Setia & Co Chartered Accountants FRN-013515N

Deepika Setia Date: 29.05.2014 Partner Place: Delhi M.No.092732


Mar 31, 2013

1. We have audited the attached Balance Sheet of TITAN BIOTECH LIMITED as at 31st March 2013 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our report.

2. We have conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and 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 and amended by the Companies (Auditor''s Report) Amendment Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, and on the basis of such checks of the books and the records of the company as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in the said order, to the extent applicable to the company. We believe that our audit provides a reasonable basis for our opinion.

4. Further to our comments in the Annexure referred 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, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, 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 attached Balance Sheet, the Profit and Loss Account and Cash Flow Statement comply with the mandatory Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 unless otherwise disclosed in the significant accounting policies and notes to the accounts.

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 the Directors of the company are prima-facie, as at 31st March, 2013, disqualified from being appointed as a Director in terms of 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, they said accounts read together with the Significant Accounting Policies and notes to the accounts thereto, to the extent of non-provision of gratuity & leave encashment for the year the effect of which cannot be determined thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:-

1) In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31, 2013;

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

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

Annexure referred to in paragraph 3 of the Auditor''s Report of even date to the Members of Titan Biotech Limited on the accounts for the year ended March 31, 2013.

1. In respect of Fixed Assets:

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

b. As explained to us, the major portion of fixed assets was physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. The company has not disposed off any of its fixed assets during the year, hence the going concern status of the company is not affected.

2. In respect of its Inventories:

a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

a. The company has not granted any loans to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. Further we are informed that the company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act as per details given below :

c. On the basis of our examination of records, the rate of interest and other terms and conditions of unsecured loans taken by the company, are not prima facie prejudicial to the interest of the company. din respect of above unsecured loans, payment of the principal amount and interest thereon has not become overdue during year under audit.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

5A. According to the information and explanations given to us by the management, we are of the opinion that the contracts and arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

5B. In our opinion and according to the explanations given to us there are no transactions during the year in pursuance of contracts and arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rs.5.00 lacs in respect of any party.

6. No Deposits within the meaning of Section 58A and 58AA or any other relevant provision of Act and rules framed there under have been accepted by the Company.

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

8. We are informed by the management that the Company is not required to maintain cost records under Section 209(1)(d) of the Companies Act, 1956 for any of its products. However the Company has complied with cost compliance mandated by the Ministry of Corporate Affairs.

9. In respect of statutory dues:

a. According to the information and explanations given to us and records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-Tax , Sales Tax, Value Added Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

b. According to the records examined, there are no substantial amount payable on account of any dispute in respect of the aforesaid dues which were outstanding as at March 31, 2013 for a period of more than six months from the date they become payable.

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

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Order are no applicable.

15. On the basis of records examined by us and information and explanations provided by the management, the Company has not given any guarantees for loans taken by others from bank and financial institutions.

16. The Company has not raised any Term Loan; therefore, the provisions of Clause (xvi) are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized short-term funds to finance its long-term assets and vice-versa.

18. We are informed that the company has made preferential allotment of Equity shares to Non Promoter Companies. In our opinion, the prices at which shares have been issued are not prejudicial to the interest of the Company.

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

20. The Company has not raised any money from public during the year under audit.

21. 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 Deepika Setia & Co

Chartered Accountants

FRN-013515N



Deepika Setia

F.C.A. Partner

M.No. 092732

Date: 30.05.2013

Place: Delhi


Mar 31, 2010

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

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956, we annex hereto a statement on the matters specified in the said order, to the extent applicable to the company. We believe that our audit provides a reasonable basis for our opinion.

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 purpose of our audit.

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

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

d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956.

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

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 other notes thereon 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 :-1) In the case of the Balance Sheet, of the State of Affairs of the company as at 31 March, 2010 and

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

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

Annexure to Auditors Report

Annexure referred to in paragraph 3 of the Auditor’s Report to the Members of M/s. Titan Biotech Limited on the accounts for the year ended 31st March, 2010.

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4-A) of the Companies Act, 1956, we report that :

1. In respect of Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. The company has not disposed off any of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories :

a. The inventories have been physically verified at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company has maintained proper records of inventories. There were no material discrepancies noticed on physical verification of inventory.

3. a We are informed that the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence clause (iii) (a), (b), (c ) & (d) are not applicable to the company. b Further we are informed that the company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act as per details given below :

Sl.No. Name of the party Amount outstanding as at

31.03.2010

1. Connoisseur Management Services

P,Ltd 20,03,156.00

2. Titan Securities Limited 81,06,522.00

c On the basis of our examination of records, the rate of interest and other terms and conditions of unsecured loans taken by the company, are not prima facie prejudicial to the interest of the company.

d In respect of above unsecured loans, payment of the principal amount and interest thereon has not become due during the year under audit.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to 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 internal control system.

5. In our opinion and according to the information and explanations given to us by the management, there are no contracts or arrangements, particulars of which need to be entered in the Register maintained under section 301 of the Companies Act, 1956. Consequently the requirements of Clause (v) (a) & (b) of paragraph 4 of the order is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any Deposits from the public. Therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under are not applicable to the Company.

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

8. We are informed by the management that the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. In respect of Statutory dues :

a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-Tax , Sales Tax, Value Added Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

b. According to the records examined by us and the information and explanations given to us, there are no substantial amount payable on account of any dispute in respect of the aforesaid dues which were outstanding as at March 31, 2010 for a period of more than six months from the date they become payable.

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

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. According to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Order are not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank and financial institutions; therefore, this is not applicable to the Company.

16. The Company has not raised any Term Loan; therefore, the provisions of Clause (xvi) are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the company has not utilized short-term funds to finance its long-term assets and vice-versa.

18. We are informed that 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; therefore, this is not applicable to this Company.

20. The Company has not raised any monies by way of public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

21. According to the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year.

for Deepika Setia & Co.

Chartered Accountants

Firm Registration No. 013515N

Deepika Setia

Partner

Place : Delhi

M.No.092732

Date: 06.09.2010


Mar 31, 2000

We have audited the attached Balance Sheet of TITAN BIOTECH LIMITED as at 31st March, 2000, also the profit & Loss account for the year ended on that date annexed there to and report that:—

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in the terms of Section 227 (4A) of the Companies Act, 1956, we give in annexure hereto a Statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 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 the audit.

b) In our opinion, proper books of account as required by the law have been kept by the Company, so far as appears from 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) The Balance Sheet and Profit & Loss Account comply with the mandatory accounting standard referred in sub section (3c) Of Section 211 Of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts subject to notes on accounts and read together with the significant accounting policies and our comments in the enclosed annexure 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 the Balance Sheet of the state of affairs of the Company as at 31st March, 2000 ; and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (1) of our report of even date)

1. The Company is maintaining reasonable records showing full particulars including quantitative details and situation of fixed assets. A physical verification of assets is conducted in a phased manner by the Management which in our opinion is reasonable taking into account the nature of the assets and size of the business of the Company and no discrepancies have been noticed on such verification during the year.

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

3. In respect of finished goods, stores, spares part and raw material of the company physical verification have been conducted by the management at reasonable intervals.

4. The procedures of verification of stocks followed by the management during the year are reasonable and adequate in relation to size of the company and nature of its business.

5. As per information furnished by management, no material discrepancy was observed between physical inventories and the books, records and the same has been properly dealt in the books of account.

6. In our opinion the valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles.

7. The Company has neither granted nor taken any loans, secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 301 and/or to the Companies under the same management within the meaning Sub-section (1-B) of Section 370 of the Companies Act, 1956.

8. The parties to whom the loans or advances in the nature of loans, have been given by the Company, are repaying the principal amounts as stipulated and are also regular in payment of the interest.

9. 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 regard to purchase of raw material, plant & machinery, equipment and other assets etc.

10. There are no transaction of purchase goods and materials and sale of goods materials and services made in purchase of contracts or agreements entered in the register maintained under section 301 the Companies Act, 1956 and aggregating to Rs. 50,000/- or more during the year in respect of each party.

11. Unseviceable or damage stores, raw materials and finished goods have been determined and provisions of loss, if any has been made in the books of accounts.

12. The Company has not accepted deposits within the meaning of Section 58A of the Companies Act 1956 provisions of Companies (Acceptance of Public Deposit Rule 1975) during the year under review.

13. The Company has an internal audit system commensurate with its size and nature of its business.

14. The Company is maintaining reasonable records for sale and disposal of valuable scraps and products arising out of the manufacturing process of the Company.

15. Maitenance of cost records has not been prescribed by the Central Government U/S 209 (1) (d) of the Companies Act, 1956.

16. According to the information and explanations given to us, the provisions of the Employees Provident Fund Act is applicable to the Company. Further, According to the records of the Company Employee State Insurance dues and Employee Provident Fund dues have been generally regularly deposited during the year with appropriate authorities.

17. There is no undisputed amount payable in respect of Income-tax, Wealth-tax, Customs duty and excise duty outstanding for a period of more than six months from the date they became payable.

18. During the course of our examination of books of account carried out in accordance with generally auditing practice, we have not come across any personal expenses other than expenses under contractual obligation and/or generally accepted business practices which have been charged to revenue.

19. 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 Provisions) Act, 1985.

20. In respect of trading activities of the Company we are informed that there are no damaged stock.

for N. C. MAHESHWARI & CO. Chartered Accountants

(N. C. Maheshwari) FCA, ACS Partner

Place : New Delhi Dated : 4th September,2000