Auditor Report of Claris Lifesciences Ltd.

Mar 31, 2017

To the Members of Claris Life sciences Limited Report on the Standalone Ind AS financial statements:

We have audited the accompanying Standalone Ind AS financial statements of CLARIS LIFESCIENCES LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March, 2017 and the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity for the year ended on 31st March, 2017 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind AS 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 Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive Income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules,2015 (as amended) under Section 133 of the Act. 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 Standalone Ind AS 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 Standalone Ind AS 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 and other applicable authoritative pronouncements issued by 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 Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the Auditors'' judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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, 2017, and its loss (including other comprehensive Income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative Financial information of the Company for the year ended on 31st March, 2016 and the transition date opening balance sheet as at 1st April, 2015 included in these standalone Ind AS financial statements are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion on those standalone financial statements for the financial year ended on 31st March,2016 and 31st March,2015 dated 6th May, 2016 and 22nd May, 2015 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion on the standalone Ind AS financial statements and other report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditors'' Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the "Annexure A" 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 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 Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the Internal Financial Control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

i) The company has disclosed the impact of pending litigations as at 31st March, 2017 on its financial position in its standalone Ind AS financial statements.

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

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

iv) The company has provided requisite disclosure in its Standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.

(Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirements'' of our report of even date to the Standalone Ind AS financial statements of the Company for the year ended on 31st March, 2017)

1. In respect of its fixed assets:

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

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. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and the records examined by us and based on examination of registered sale deed/transfer deed provided to us, we report that all the title deeds of immovable assets i.e. buildings are held in the Company''s name.

2. As explained to us, physical verification of inventories have been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on such physical verification.

3. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence reporting under clause 3(iii) of Order does not arise.

4. Company has not granted loan to any persons covered under section 185 of the Companies Act, 2013 or give guarantees or securities in connection with loan taken by such persons. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 186 of the Act in respect of investments made by the company.

5. According to the information and explanations given to us, the company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015.

6. The Central Government of India has not specified the maintenance of cost records under Sub-section (1) of Section 148 of Act for any of the products of the Company.

7. a) As per information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund,

employees'' state insurance, income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at March 31, 2017 on account of disputes are given below:

Statute	Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount involved (Rs. in lakhs*)
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2005-2006	71.50
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2006-2007	90.13
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2007-2008	91.50
Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (appeals)	2010-2011	0.13
Andhra Pradesh VAT Act, 2005	Sales Tax	Sales Tax Appellate Tribunal	2006-2010	8.93
Gujarat Value added Tax Act, 2003	Sales Tax	Sales Tax Appellate Tribunal	2005-2006	11.09
Central Excise Act, 1994	Excise Duty	CESTAT, Ahmadabad	2008-2009	68.59
Central Excise Act, 1994	Excise Duty	Deputy Commissioner, Central Excise	2011-2012	8.73
Central Excise Act, 1994	Excise Duty	Deputy Commissioner, Central Excise	2011-2012	14.87

* Net of amounts paid under protest or otherwise.

8. According to the information and explanation given to us and based on our audit procedures, the company has not defaulted in repayment of any loan or borrowings from banks. Further, during the year under review, the company has not obtained any loan or borrowing from Government, financial institutions or by way of issue of debentures.

9. The company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loan and hence clause 3(ix) of the Order is not applicable to the company.

10. There has been neither any fraud by the company nor any fraud on the company by its officers or employees has been noticed or reported during the period under review.

11. In our opinion and according to the information and explanation given to us, managerial remuneration has been paid /provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. The Company has entered in to transactions with related parties in compliance with Sections 177 and 188 of Act. The details of such related party transactions have been disclosed in the Standalone Ind AS financial statements as required under Ind AS 24 - ''Related Party Disclosures'' specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the company.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the company.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Referred to in paragraph 2(f) under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the Standalone Ind AS financial statements of the Company for the year ended March 31, 2017

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 CLARIS LIFESCIENCES LIMITED ("the Company") as of March 31, 2017 in conjunction with our audit of the Standalone Ind AS 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 based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". 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 Auditors'' judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 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 Standalone Ind AS 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 Standalone Ind AS 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 Standalone Ind AS 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, 2017, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For Shah & Shah Associates

Chartered Accountants

FRN: 113742W

Sunil K. Dave

Partner

Membership Number: 047236

Place : Ahmadabad.

Date : 20.05.2017

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Mar 31, 2016

To the Members of Claris Life sciences Limited Report on the Financial Statements

We have audited the accompanying financial statements of CLARIS LIFESCIENCES LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on 31st March, 2016 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 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 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. Opinion

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

a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 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, as issued by Central Government of India in terms of sub section (11) of section 143 of the Act (hereinafter referred to as the "Order" ), and on the basis such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure: A, 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 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.

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

(f) With respect to the adequacy of the internal financial control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) With respect to other matters to be included in the Auditors'' 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.

(iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the company.

(Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirements'' of our report of even date to the financial statements of the Company for the year ended on 31st March, 2016)

1. In respect of its fixed assets:

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

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. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and the records examined by us and based on examination of registered sale deed/transfer deed provided to us, we report that all the title deeds of immovable assets i.e. buildings are held in the Company''s name.

2. As explained to us, physical verification of inventories have been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on such physical verification.

3. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence reporting under clause 3(iii) of Order does not arise.

4. Company has not granted loan to any persons covered under section 185 of the Companies Act, 2013 or give guarantees or securities in connection with loan taken by such persons. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 186 of the Act in respect of investments made by the company.

5. According to the information and explanations given to us, the company has not accepted any deposits, in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015.

6. The Central Government of India has not specified the maintenance of cost records under Sub-section (1) of Section 148 of Act for any of the products of the Company.

7. a) As per information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund,

employees'' state insurance, income tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at March 31, 2016 on account of disputes are given below:

Statute	Nature of Dues	Forum where Dispute is pending	Period to which the amount relates	Amount involved (Rs. in lakhs-)
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2005-06	71.50
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2006-07	90.13
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2007-08	91.50
Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (appeals)	2010-11	0.13
Andhra Pradesh VAT Act, 2005	Sales Tax	Sales Tax Appellate Tribunal	2006-2010	8.93
Central Excise Act, 1994	Excise Duty	CESTAT, Ahmadabad	2008 -2009	68.59
Central Excise Act, 1994	Excise Duty	Deputy Commissioner, Central Excise	2011-2012	8.73
Central Excise Act, 1994	Excise Duty	Deputy Commissioner, Central Excise	2011-2012	14.87

- Net of amounts paid under protest or otherwise.

8. According to the information and explanation given to us and based on our audit procedures, the company has not defaulted in repayment of any loan or borrowings from banks. Further, during the year under review, the company has not obtained any loan or borrowing from Government, financial institutions or by way of issue of debentures.

9. The company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loan and hence clause 3(ix) of the Order is not applicable to the company.

10. There has been neither any fraud by the company nor any fraud on the company by its officers or employees has been noticed or reported during the period under review.

11. In our opinion and according to the information and explanation given to us , managerial remuneration has been paid /provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. The Company has entered in to transactions with related parties in compliance with Sections 177 and 188 of Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the company.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the company.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(Referred to in paragraph 2(f) under the heading ''Report on Other Legal & Regulatory Requirements'' of our report of even date to the financial statements of the Company for the year ended on 31st March, 2016.)

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 CLARIS LIFESCIENCES LIMITED, ("the Company") as of 31st March, 2016 in conjunction with our audit of the 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 based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". 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 Auditors'' 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.

A company''s internal financial controls 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 31st March, 2016, based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For Shah & Shah Associates

Chartered Accountants

FRN: 113742W

Sunil K. Dave

Partner

Membership Number: 047236

Place : Ahmadabad.

Date : May 6, 2016

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying Financial Statements of CLARIS LIFESCIENCES LIMITED ("the Company"), which comprises the Balance Sheet as at 31st March, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the fifteen months period ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("The Act"), read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. 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 from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act,1956 ( "the Act" ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

b) in the case of Statement of Profit and Loss, of the profit for the fifteen months period ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the fifteen months period 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 in terms of Sub-section (4A) of section 227 of the Act and on the basis of the MCA Circular referred to in the Other Matters paragraph, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order to the extent the same are applicable to the Company.

2. As required by section 227(3) of the Act and on the basis of the MCA Circular referred to in the Other Matters paragraphs, 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 it 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 notified under the Companies Act,1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies 1956.

Other Matters

The financial statements of the company for the year ended 31st December, 2013 were audited by another auditor whose report dated 28th February, 2014 expressed an unmodified opinion on those statements.

1. In respect of its fixed assets:

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

(ii) The Company has a program of verification of fixed assets to cover all the items over a period of three years which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(iii) During the period, the Company has disposed off a substantial part of its fixed assets pursuant to slump sale of its specialty injectable business to its wholly owned subsidiary Claris Injectables Limited (attention is invited to note no. 36 of the financial statements). According to the information and explanations given to us, we are of the opinion that the sale of the said part of the fixed assets has not affected the going concern status of the Company.

2. In respect of its inventories:

(i) According to the information and explanations given to us, inventories were physically verified during the period by the management at all locations at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(iii) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records have been properly dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or unsecured to/from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (a) to (g) of the Order are not applicable to the Company.

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, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(v) (b) of the Order is not applicable to the company and hence not commented upon.

6. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Act. Therefore, the provisions of clause 4(vi) of the Order are not applicable to the Company.

7. In our opinion, the internal audit function carried out during the period by a firm of Chartered Accountants appointed by the management has been commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records 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.

9. According to the information and explanations given to us in respect of statutory dues :

(a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding, as at March 31, 2015 for a period of more than six months from the date they became payable.

c) Details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at March 31, 2015 on account of disputes are given below :

Statute Nature of Dues Forum where Dispute Period to which the Amount involved is pending amount relates (Rs. in lakhs*)

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal 2005-06 75.27

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal 2006-07 95.60

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal 2007-08 91.50

Income Tax Act, 1961 Income Tax Commissio ner of Income Tax (appeals) 2010-11 0.13

Andhra Pradesh VAT Act, 2005 Sales Tax Sales Tax Appellate Tribunal 2006-2010 8.93

Central Excise Act, 1994 Excise Duty CESTAT, Ahmedabad 2008 -2009 68.59

Central Excise Act, 1994 Excise Duty Deputy Commissio ner, Central Excise 2011-2012 8.73

Central Excise Act, 1994 Excise Duty Deputy Commissi oner, Central Excise 2011-2012 14.87

* Net of amounts paid under protest or otherwise.

10. The Company does not have any accumulated losses at the end of the financial period and has not incurred cash losses in the financial period and in the immediately preceding financial year.

11. Based on our audit procedures and the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions or bank during the period. The company has not issued any debentures.

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

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

14. According to the information and explanations given to us, 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 to the Company.

15. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the terms and conditions on which the Company has given guarantees for loans taken by subsidiary companies from banks are not prejudicial to the interest of the company.

16. According to the information and explanation given to us, term loans have been used for the purpose for which they were obtained.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used during the period for long-term investment.

18. During the period, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

20. The Company has not raised any money by way of public issue during the period.

21. During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any incidence of fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such case by the management.

For Shah & Shah Associates

Chartered Accountants

FRN: 113742W



Sunil K. Dave

Partner

Membership Number: 047236



Place : Ahmedabad.

Date : 22nd May, 2015

---

Dec 31, 2012

1. We have audited the attached Balance Sheet of Claris Lifesciences Limited, ("the Company")as at December 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

(b) in our opinion, proper books of 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) 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 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:

(I) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2012;

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

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

5. On the basis of written representations received from the Directors as on December 31, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on December 31, 2012 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

1. Having regard to the nature of the Company''s business / activities, clauses (xiii) and (xiv) of CARO are not applicable.

2. In respect of its fixed assets :

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

(b) The Company has a program of verification of fixed assets to cover all the items over a period of three years which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

3. In respect of its inventory :

(a) According to the information and explanations given to us, inventories, were physically verified during the year by the management at all locations at reasonable intervals. 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records have been properly dealt with in the books of account.

4. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

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

6. According to the information and explanations given to us and on the basis of the representations made by the directors and the management, there are no particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

7. According to the information and explanations given to us, during the year, the Company has not accepted any deposits from public.

8. The Company has appointed a firm of Chartered Accountants for carrying out internal audit. On the basis of the reports made by them to the management, in our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

9. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records 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.

10.According to the information and explanations given to us in respect of statutory dues :

(a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding, as at December 31, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at December 31, 2012 on account of

Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Income Tax Act, 1961 Income Tax Commissioner of Income Tax (Appeal)

Andhra Pradesh VAT Act, 2005 Sales Tax Sales Tax Appellate Tribunal

Central Excise Act, 1944 Excise Duty CESTAT, Ahmedabad

Central Excise Act, 1944 Excise Duty Deputy Commissioner, Central Excise

Central Excise Act, 1944 Excise Duty Deputy Commissioner, Central Excise

Statute Period to which the Amount involved amount relates (Rs. in lacs*)

Income Tax Act, 1961 A.Y. 2006-07 70.55

Income Tax Act, 1961 A.Y. 2007-08 64.87

Income Tax Act, 1961 A.Y. 2008-09 91.50

Income Tax Act, 1961 A.Y. 2009-10 6.13

Andhra Pradesh VAT Act, 2005 2006 - 2010 8.93

Central Excise Act, 1944 2008 - 2009 68.59

Central Excise Act, 1944 2011 - 2012 4.33

Central Excise Act, 1944 2011 - 2012 14.87

* Net of amounts paid under protest or otherwise

11. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered under the audit and during the immediately preceding financial year.

12.In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions or banks. The Company has not issued any debentures.

13.In our opinion and according to the explanations given to us and based on the information available, no loans have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

15.In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

16.According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17.During the year, 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.

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

19.The Management has disclosed end use of money raised by public issue in the note no. 25 of the financial statements and we have verified the same.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117365W)

Gaurav J. Shah

Partner

(Membership No : 35701)

Place : Ahmedabad

Date : 28th February, 2013

---

Dec 31, 2011

1. We have audited the attached Balance Sheet of Claris Lifesciences Limited, ("the Company") as at December 31, 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

(b) in our opinion, proper books of 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) 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 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2011;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

5. On the basis of written representations received from the Directors as on December 31, 2011 and taken on record by the Board of Directors, none of the Directors is disqualified as on December 31, 2011 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.



Annexure to the Auditors' Report

1. Having regard to the nature of the Company's business / activities, clauses (xiii) and (xiv) of CARO are not applicable.

2. In respect of its fixed assets :

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

(b) The Company has a program of verification of fixed assets to cover all the items over a period of three years which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

3. In respect to its inventory :

(a) According to the information and explanations given to us, inventories, excluding materials in transit and materials lying with third parties, were physically verified during the year by the management at all locations at reasonable intervals. 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records have been properly dealt with in the books of account.

4. In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956:

(a) The Company has granted unsecured loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balances of such loans aggregated to Rs.11.10 lacs and the maximum amount involved during the year was Rs.11.10 lacs.

(b) According to the information and explanations given to us, the aforesaid loans are interest free and the other terms and conditions are not, in our opinion, prima facie, prejudicial to the interest of the Company.

(c) The aforesaid loans are repayable on demand and no repayment schedules have been stipulated. Under the circumstances, the question of regularity of the principal amounts does not arise.

The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956

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

6. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) In our opinion, and according to the information and explanations given to us, having regard to the fact that the services received by the Company pursuant to the contracts or arrangements are of a specialized nature for which suitable alternative sources do not exist for obtaining comparative market prices prevailing at the relevant time, we are unable to comment as to whether these transactions were made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7. According to the information and explanations given to us, during the year, the Company has not accepted any deposits from public.

8. The Company has appointed a firm of Chartered Accountants for carrying out internal audit. On the basis of the reports made by them to the management, in our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

9. We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of formulation and bulk drug products pursuant to the Order made by the Central Government for maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records for any other product of the Company.

10.According to the information and explanations given to us in respect of statutory dues :

(a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) There were no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding, as at December 31, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at December 31, 2011 on account of disputes are given below :

Referred to in paragraph 3 of our report of even date

Statute Nature of Dues Forum where Dispute Period to which the Amount involved

is pending amount relates (Rs. in lakhs*)

Income Tax Act, 1956 Income Tax High Court of Gujarat A.Y.2000- 01 10.88

Income Tax Act, 1956 Income Tax Income Tax Appel late Tribunal A.Y. 2006-07 70.55

Income Tax Act, 1956 Income Tax Income Tax Appel late Tribunal A.Y. 2007-08 114.87

Income Tax Act, 1956 Income Tax Income Tax Appel late Tribunal A.Y. 2008-09 118.95

Andhra Pra desh VAT Sales Tax Sales Tax Appel late Tribunal 2006 – 2010 8.93 Act, 2005

Central Excise Act, 1994 Excise Duty Commissioner of Central Excise 2008 – 2009 68.59 (Appeals)

* Net of amounts paid under protest or otherwise

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

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not issued any debentures.

13. In our opinion and according to the explanations given to us, no loans have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

15. In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

17. During the year, 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.

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

19. The Management has disclosed end use of money raised by public issue in the note no.3 of schedule – 18 and we have verified the same.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117365W)

Gaurav J. Shah

Patner

[Membership No : 35701)

Place : Ahmedabad

Date : 29th February, 2012

---

Dec 31, 2010

1) We have audited the attached Balance Sheet of Claris Lifesciences Limited, ("the Company") as at December 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4) Further to our comments in the Annexure referred to in Paragraph 3 above, we report as follows:

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

b. in our opinion, proper books of 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) 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 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2010;

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

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

5) On the basis of written representations received from the Directors as on December 31, 2010 and taken on record by the Board of Directors, none of the Directors is disqualified as on December 31, 2010 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

Annexure to the Auditors Report

Referred to in paragraph 3 of our report of even date

1) Having regard to the nature of the Companys business / activities, clauses (xiii) and (xiv) of CARO are not applicable.

2) In respect of its fixed assets :

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

b. The Company has a program of verification of fixed assets to cover all the items over a period of three years which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

3) In respect to its inventory :

a. According to the information and explanations given to us, inventories, excluding materials in transit and materials lying with third parties, were physically verified during the year by the management at all locations at reasonable intervals. 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records have been properly dealt with in the books of account.

4) In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956:

a. The Company has granted unsecured loans to six parties covered in the register maintained under section 301 of the Companies Act, 1956. At the year-end, the outstanding balances of such loans aggregated to Rs. Nil and the maximum amount involved during the year was Rs 113.61 Mn.

b. According to the information and explanations given to us, the aforesaid loans are interest free and the other terms and conditions are not, in our opinion, prima facie, prejudicial to the interest of the Company.

c. The aforesaid loans are repayable on demand and no repayment schedules have been stipulated. Under the circumstances, the question of regularity of the principal amounts does not arise.

The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register under section 301 of the Companies Act, 1956

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

6) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b. In our opinion, and according to the information and explanations given to us, having regard to the fact that the services received by the Company pursuant to the contracts or arrangements are of a specialized nature for which suitable alternative sources do not exist for obtaining comparative market prices prevailing at the relevant time, we are unable to comment as to whether these transactions were made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

7) According to the information and explanations given to us, during the year, the Company has not accepted any deposits from public.

8) The Company has appointed a firm of Chartered Accountants for carrying out internal audit. On the basis of the reports made by them to the management, in our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.

9) We have broadly reviewed the books of account and records maintained by the Company relating to manufacture of formulation and bulk drug products pursuant to the Order made by the Central Government for maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records for any other product of the Company.

10) According to the information and explanations given to us in respect of statutory dues :

a. The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b. There were no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding, as at December 31, 2010 for a period of more than six months from the date they became payable.

c. Details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at December 31, 2010 on account of disputes are given below :

Statute Nature of Dues Forum where Dispute is pending

Income Tax Act, 1961 Income Tax High Court of Gujarat

West Bengal Sales Tax and Deputy Commissioner, Sales Tax Act, 1994 Surcharge Commercial Taxes

Uttar Pradesh Sales Tax Additional Commissioner, VAT Act, 2008 Appeal and Deputy Commissioner, Commercial Taxes

Andhra Pradesh Sales Tax Sales Tax Appellate Tribunal VAT Act, 2005

Central Excise Excise Duty Commissioner of Central Excise Act, 1994

Statute Period to which the Amount involved amount relates (Rs. in Mn*)

Income Tax Act, 1961 A.Y. 2000-01 1.09

West Bengal Sales Tax Act, 1994 A.Y. 2003-04 0.10

Uttar Pradesh VAT Act, 2008 2009 - 2010 0.15

Andhra Pradesh VAT Act, 2005 2006 - 2010 0.89

Central Excise Act, 1994 2008 - 2009 3.43

* Net of amounts paid under protest or otherwise

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

12) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions or banks. The Company has not issued any debentures.

13) In our opinion and according to the explanations given to us and based on the information available, no loans have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14) In our opinion and according to the explanations given to us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

15) In our opinion and according to information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

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

17) During the year, 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.

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

19) The Management has disclosed end use of money raised by public issue in the note no.3 of schedule - 19 and we have verified the same.

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

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117365W)

Gaurav J. Shah

Partner

(Membership No : 35701)

Place : Ahmedabad

Date : 24th February, 2011