Auditor Report of Vivanza Biosciences Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To the Members of Vivanza Biosciences Limited Report on the Financial Statements

We have audited the accompanying financial statements of VIVANZA BIOSCIENCES LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, 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 in section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 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 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 misstatement.

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

control relevant to the Company''s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

Matter of Emphasis:

- The company has in past granted/ renewed loans and advances to other companies, which has been identified as non - performing asset. Accordingly, company has not recognized any income from the same. In the opinion of the directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion company needs to make provision for such long outstanding non-performing assets amounting to Rs.59,33,061/-. Due to non-provision in this regard the debit balance of profit & loss account is under stated and the balance of loans and advances is over stated by the said sum. This matter been already emphasized by previous auditor.

- The company is still carrying "P & P Expenses and issue related expenses" of Rs. 1,02,731/- as "Other Current Assets" after writing off Rs. 8,09,613/- against the Revaluation Reserve as well as Capital

Subsidy Reserve under the Capital Reduction Scheme approved under the Order of High Court, which in our opinion needs to be written off. And Due to the same profit & loss account is under stated.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the matter of emphasis paragraph above, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014), together with the early adoption by the Company of Accounting Standard (AS) 30 Financial Instruments, Recognition and Measurement, effective April 1, 2007, and the consequential limited revisions as has been announced by the Institute of Chartered Accountants of India to certain Accounting Standards, as stated in Note 2 (a) and 38.

e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor''s Report and to our 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 derivatives contracts for which there were any material foreseeable losses.

iii. There is no amount required to be transferred, to the investor''s education & Protection Fund by the Company.

Reports under The Companies (Auditor''s Report) Order, 2016 (CARO 2016) for the year ended on 31st

March 2016 To, The Members of Vivanza Biosciences Limited (1) In Respect of Fixed Assets

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) The Title deeds of Immovable Properties are held in the name of Lesha Industries Limited (Associate Company) & wide the Legal Rent Agreement both the Companies are working under same registered premises.

(2) In Respect of Inventories

The company has not any opening stock and during the year company did not have transactions in respect of purchase, sale or manufacturing of goods so no requirement to comment upon.

(3) Compliance under section 189 of The Companies Act, 2013

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(4) Compliance under section 185 and 186 of The Companies Act , 2013

While doing transaction for loans, investments, guarantees, and security provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(5) Compliance under section 73 to 76 of The Companies Act, 2013 and Rules framed there under while accepting Deposits

According to information and explanations given to us, the Company has not accepted any deposits from public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under.

(6) Maintenance of cost records

The Company is not required to maintain cost Records pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

(7) Deposit of Statutory Dues

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of customs, Duty of excise, Value added tax, Cess and any other material statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount payable except Rs. 1,377/- Purchase Tax, Rs. 1,080/- Professional Tax, Rs. 36,880/- Leave Encashment, Rs. 29,942/- ESIC, Rs. 51,254/- Gratuity and no income tax, sales tax, service tax wealth tax, custom duty, excise duty, cess were in arrears, as at 31st march, 2016 for a period of more than six months from the date they become payable.

(8) Repayment of Loans and Borrowings

The company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(9) Utilization of Money Raised by Public Offers and Term Loan For which they Raised

The Company has not applied term loans for the purposes other than for which those are raised

(10) Reporting of Fraud During the Year

Based on our audit procedures and the information and explanation made available to us no such fraud noticed or reported during the year.

(11) Managerial Remuneration

Managerial Remuneration has not been provided by the Company

(12) Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio

As per information and records available with us The company is not Nidhi Company.

(13) Related party compliance with Section 177 and 188 of companies Act - 2013

Yes, All transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(14) Compliance under section 42 of Companies Act - 2013 regarding Private placement of Shares or Debentures

No such allotment has been made during the year

(15) Compliance under section 192 of Companies Act - 2013

The company has not entered into any non-cash transactions with directors or persons connected with him.

(16) Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934

The company is not required to be registered under section 45-IA of the Reserve Bank of lndia Act.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/S. Vivanza Biosciences Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016.

For, G M C A & Co.

Chartered Accountants

FRN: 109850W

CA. Amin G. Shaikh

Place: Ahmedabad (Partner)

Date : 30/05/2016 Membership No. 108894

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. IVEE INJECTA LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices 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 and financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the ''Act'') read with the General Circular 15/2013 dated 13th 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.

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 auditors'' 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management as well as evaluating the overall presentation of the financial statements.

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

Emphasis of Matter :

We draw attention to

a) The company has in past granted/ renewed loans and advances to other Companies, which has been identified as non-performing asset. Accordingly company has not recognized any income from the same. In the opinion of the directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion company needs to make provision for such long outstanding non-performing assets amounting to Rs. 59,33,061/-. Due to non-provision in this regard the debit balance of profit & loss account is under stated and the balance of loans and advances is over stated by the said sum.

Opinion :

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

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2014.

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

iii) In the case of 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, as amended by the companies (Auditor''s Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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 accounts 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 & 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 & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2014 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. (a) According to the information and explanations given to us, the Company has granted/taken unsecured loans to/from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has not granted any loan to any party covered in the aforesaid Register.

(ii) The Company has taken interest free loans from 2 parties covered in the aforesaid Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 3.40 lacs). Rs. 3.40 lacs were payable to these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, terms and conditions in respect of unsecured loans given/taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principal amount is on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

2. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

3. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

4. According to the information and explanation given to us, the Company has not accepted any fixed deposits from the public during the year and therefore, the question of compliance with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules,1975 is not necessary.

5. The company did not have any formal internal audit system during the year under review. In the opinion of the Management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

6. Maintenance of cost records has not been prescribed by the central government under provision of Section 209(1)(d) of the Companies Act, 1956.

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

(b) According to the information and explanations given to us, no undisputed amounts payable except Rs. 1,377/- Purchase Tax, Rs. 51,254/- Gratuity. Rs. 36,880/- Leave Encasement, Rs. 29,942/- ESIC and Rs. 1,080/- Professional Tax and no income-tax, sales-tax, Service tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable.

8. The Company has accumulated losses of Rs. 362.22 lacs at the end of the year which is more than 50% of networth of the Company. Further, the company has incurred cash loss of Rs. 5.35 lacs during the financial year covered under audit and also incurred cash losses of Rs. 159.92 lacs during immediately preceding financial year.

9. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders at the end of the financial year.

10. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of record is not applicable.

11. In our opinion, the company is not chit fund or nidhi mutual fund/society.

12. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

13. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

14. Company has not availed any term loan during the year.

15. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

16. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

17. According to the information and explanations given to us, the Company has not issued any debenture.

18. Company has not raised any money by public issue during the year.

19. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under review.

20. Clause (i) and (ii) of the aforesaid order is not applicable to the company.

FOR SHAMIK J. DIVATIA & CO. Firm Registration No. 109880W CHARTERED ACCOUNTANTS

(GNANESH S. DIVATIA) Place : Ahmedabad PROPRIETOR Date : 30/05/2014 M. No. 35498

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. IVEE INJECTAA LIMITED as at 31st March, 2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date. 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 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 amount and disclosures in the Financial Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Sub- Section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

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 accounts as required by Law have been kept by the Company so far as appears from our examination of such books.

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

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 11 from being appointed as Directors of the company under section 274(1 )(g) of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanation given to us, the attached accounts subject to the following qualificatory notes give the information required by the Companies Act, 1956 in the manner so required.

a) Note No. 7 at Schedule - 16 regarding non-provision of doubtful debts amounting of Rs. 7,78,154/- and as a result thereof the debit balance of profit & loss A/c gets understated by the said sum and correspondingly Sundry debtors doubtful of recovery not provided for is understated by the said sum.

b) Note No. 10 at Schedule - 16 regarding adjustment of debit balance of the profit & loss account of the past years against the credit balance of the revaluation reserve account by Rs. 96,27,661/-. In our opinion the said adjustment is not in accordance with the Accounting Standard AS-10 recommended by The Institute of Chartered Accountants of India. As a result thereof, the credit balance of revaluation reserves and debit balance of profit & loss account gets understated by the said sum. In our opinion company shall be required to pass corrective adjustments so as to implement the recommended accounting practice.

c) The company has in past granted/ renewed loans and advances to other Companies in excess of the percentage prescribed under section 370(1) of the Companies Act, 1956 which has been identified as non-performing asset. Accordingly company has not recognized any income from the same. In the opinion of the directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion company needs to make provision for such long outstanding non-performing assets amounting to Rs. 1,53,68,061/-. Due to non-provision in this regard the debit balance of profit & loss account is under stated and the balance of loans and advances is over stated by the said sum.

d) Unclaimed refund order of public issue amounting to Rs. 1,22,000/- grouped under head "Current Liabilities" requires to be deposited by the Company into the investor protection fund account.

Subject to the above qualificatory notes, the attached accounts give the information referred by the Companies Act, 1956 in the manner so required and it gives a true and fair view.

i) In the case of Balance Sheet, of the state of affairs of the company as 31st March, 2011.

ii) In the case of Profit & Loss account, of the loss of the Company for the year ended on that date.

iii) In the case of Cash Flaw Statement of the cash flow, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s. IVEE INJECTAA LIMITED on the accounts for the ended 31st March, 2011.

1. (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) We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

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

2. (a) As explained to us, the Inventory has been physically verified during the year by the management at regular intervals.

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

(c) The company is not maintaining regular records of inventories.

3. (a) According to the information and explanations given to us, the Company has granted/taken unsecured loans to/from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has granted interest free loan to 2 parties covered in the aforesaid Register The amount involved (i.e. the maximum amount outstanding during the year was Rs. 31.46 lacs). Rs. 31.46 lacs were receivable from these parties as at the close of the accounting year.

(ii) The Company has taken interest free loans from 4 parties covered in the aforesaid Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 10.72 lacs). Rs. 10.72 lacs were payable to these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, terms and conditions in respect of unsecured loans given/taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principal amount is on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that there are no transaction that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, there are no transactions for purchase/sale of goods exceeding rupees five lacs in value, in which directors are interested as listed in the registers u/s.301 of the Companies act.

6. According to the information and explanation given to us, the Company has not accepted any fixed deposits from the public during the year and therefore, the question of compliance with the provisions of Section 58A and 58AA of the Companies Act, 1956 and the companies (Acceptance of Deposits) Rules, 1975 is not necessary.

7. The company did not have any formal internal audit system during the year under review. In the opinion of the Management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. Maintenance of cost records has not been prescribed by the central government under provision of Section 209(1 )(d) of the Companies Act, 1956.

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

(b) According to the information and explanations given to us, no undisputed amounts payable except Rs. 50,343/- for Sales Tax, Rs. 1,377/- Purchase Tax, Rs. 6,28,564/- Gratuity. Rs. 36,880/- Leave Encasement, Rs. 37,617/- ESCI and Rs. 1,080/- Professional Tax in respect of income-tax, sales-tax, Service tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they become payable.

10. The Company has accumulated losses Rs. 176.80 lacs at the end of the financial year. Further, the company has incurred cash losses of Rs. 0.10 lacs during the financial year covered under audit. However, the company has also incurred cash losses of Rs. 0.10 lacs during immediately preceding financial year.

11. In our opinion, and according to the information and explanation given to us, the company has defaulted in repayment of dues to a bank at the end of the financial year to the extent of Rs. 48.56 Lacs.

12. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of record is not applicable.

13. In our opinion, the company is not chit fund or nidhi mutual fund/society.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. Company has not availed any term loan during the year.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act.

19. According to the information and explanations given to us, the Company has not issued any debenture.

20. Company has not raised any money by public issue during the year.

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 under review.

FOR C. PADAMSHI & CO.,

CHARTERED ACCOUNTANTS

(C. P. CHHEDA)

PROPRIETOR

Place : Baroda Date : 01.09.2011

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Mar 31, 2010

1 We have audited the attached Balance Sheet to M/s. IVEE INJECTAA LIMITED as at 31st March, 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date 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 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 amount and disclosures in the Finance Statement An audit also includes assessing the -accounting principles used and significant estimates 'made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors Report) Order, 2003. issued by the Central Government of India in terms of Sub- Section(4A) of section 227 of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred tc 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 to accounts as required by Law have been kept by the Company so far as appears from our examination of such books.

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

d In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with this report comply with the * Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 19o6 to the extent applicable.

e On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 10 from being appointed as Directors of the company under section 274(l)(g) of Companies Act, 1956.

f In our opinion and to the best of our information and according to the explanation given to " us the attached accounts subject to the following qualify cattery notes give the information required by the Companies Act, 1956 in the manner so required.

a) Note No 7 at Schedule - 16 regarding non-provision of doubtful debts amounting of Rs. 7,78,154/- and as a result thereof the debit balance of profit & loss A/c gets understated by the said sum and correspondingly Sundry debtors doubtful of recovery not provided for is understated by the said sum.

b) Note No. 10 at Schedule - 16 regarding adjustment of debit balance of the profit & loss account of the past years against the credit balance of the revaluation reserve account by Rs.96'27.661/-. our opinion the said adjustment is not in accordance with the Accounting Standard AS-10 recommended by The Institute of Chartered Accountants of India. As a result thereof, the credit balance of revaluation reserves and debit balance of profit & loss account gets underrated by the said sum. In our opinion company shall be required to pass correct so as to implement the recommended accounting practice.

c) The company has In past granted/ renewed loans and advances to other Companies in excess of he percentage prescribed under section 370(1) of the Companies Act, 1956 which has been identified as non-performing asset. Accordingly company has not recognized any income from tho same. In the opinion of the directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion company needs to make provision for such long outstanding non-performing assets amounting to Rs. 1,53,68,061/-. Due to non-provision in this regard the debit balance of profit & loss account is under stated and the balance of loans and advances is over stated by the said sum.

d) Unclaimed refund order of public issue amounting to Rs. 1,22,000/- grouped under head "Current Liabilities" requires to be deposited by the Company into the investor protection fund account. Subject to the above qualifactory notes, the attached accounts give the information referred by the Companies Act, 1956 in the manner so required and it gives a true and fair view.

i) In the case of Balance Sheet, of the state of affairs of the company as 31st March, 2010.

ii) In the case Profit & Loss account, of the loss of the Company fa the year ended on that date.

iii) In the case of Cash Flaw Statement of the cash fid//, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s. IVEE INJECTAA LIMITED on the accounts for the ended 31st March, 2010.

1. (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) We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

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

2. (a) As explained to us, the Inventory has been physically verified during the year by the management at regular intervals.

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

(c) The company is not maintaining regular records of inventories.

3. (a) According to the information and explanations given to us, the Company has granted/taken unsecured loans to/from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has granted interest free loan to 2 parties covered in the aforesaid Register The amount involved (i.e. the maximum amount outstanding during the year was Rs.31.46 lacs). Rs.31.46 lacs were receivable from these parties as at the close of the accounting year.

(ii) The Company has taken interest free loans from 4 parties covered in the aforesaid Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs.10.72 lacs). Rs.10.72 Ices were payable to these parties as at the close of t-e accounting year.

(b) According to the information and explanation given to us, terms and conditions in respect of unsecured loans given/taken by the Company are not prima-facie prejudicial ;o the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principal amount is on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

4. In our opinion and according to the information and explanation given to us, there ere adequate

internal control procedures commensurate with the size of ;rue company and the nature c: its business, with regard to purchase of inventory, fixed assets end for the sale of goods. During The course of audit we have not observed any continuing fiacre to correct major weaknesses in internal controls.

5.. (a) According to the information and explanations given to us, we are of the opinion that there ore no transaction that need to be entered into a register in pursuance of section 301 o; me Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, there a-e no transactions for purchase/sale of goods exceeding rupees five lacs in value, in which directors are interested as listed in the registers u/s.301 of the Companies act.

6. According to the information end explanation given to us, the Company has not acceded

any fixed deposits from the public during the year and therefore, the question c4 compliance with the provisions of Section 5SA and 58AA of the Companies Act, 1956and the complies (Acceptance of Deposits) Rules, 1975 is not necessary.

7. The company did not have any formal internal audit system during the year under review. In the opinion of the Management, the existing internal control procedures are adequate and hence separate internal audit is not called for.

8. Maintenance of cost records has not been prescribed by the central government under provision of Section 209(1) (d) of the Companies Act, 1956.

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

(b) According to the information and explanations given to us, no undisputed amounts payable except Rs.50,343/- for Sales Tax, Rs. 1,377/- Purchase Tax, Rs.6,28,564/- Gratuity. Rs.36,880/- Leave Encasement, Rs.37,617/- ESCI and Rs.1,080/- Professional Tax in respect of income-tax, sales-tax, Service tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2010 for a period of more than six months from the date they become payable.

10. The Company has accumulated losses Rs.176.70 lacs at the end of the financial year. Further, the company has incurred cash losses of Rs. 0.10 lacs during the financial year covered under audit. However, the company has also incurred cash losses of Rs.0.10 lacs during immediately preceding financial year.

11. In our opinion, and according to the information and explanation given to us, the company has defaulted in repayment of dues to a bank at the end of the financial year to the extent of Rs.48.56 Lacs.

12. In cur opinion, the company has no: granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of record is not applicable.

13. In our opinion, the company is not chit fund or nidhi mutual fund/society.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and order investments.

15. In our opinion, and according to information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. Company has not availed any term loan during the year.

17. According to the information and explanation given to us, and on an overall examination of The balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. According to the information end explanations given to us, the Company has not made any preferential allotment of shares curing the year to parties and companies covered in the register maintained under Section 301 of ;one Act.

19. According to the information c-d explanations given to us, the Company has not issued any debenture.

20. Company has not raised any mace by public issue during the year.

21. According to the information are explanations given to us, no fraud on or by the company, -as been noticed .or reported during the year under review.

FOR C. PADAMSHI 8. CO.,

CHARTERED ACCOUNTANTS

Place: Baroda

Date : 01.09.2010 (C.P.CHHEDA)

PROPRIETOR