Auditor Report of Fervent Synergies Ltd.

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying Ind AS financial statements of Fervent Synergies Limited (‘the Company’) which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS financial statements based on our audit. While conducting the 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 thereunder. 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 control relevant to the Company’s preparation and fair presentation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s 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 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 2018, and its profit, total comprehensive income and its cash flows for the year ended on that date.

Other Matters

The transition date opening balance sheet as at 1^st April 2016 included in these standalone Ind AS financial statements and that for the year ended 31^st March 2017, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31^st March 2016, dated 2^nd May 2016, and for the year ended 31^st March 2017, dated 25^th May 2017 respectively, expressed an unmodified opinion on those standalone financial statements, and have been restated to comply with Ind AS. Adjustments, if any, made to the previously issued said financial information prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS have been audited by us.

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income 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;

e) on the basis of written representations received from the directors as on 31^st March 2018, and taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March 2018, from being appointed as a director in terms of Section 164(2) of the Act.

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

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; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. So the question of delay in transferring such sums does not arise.

ANNEXURE TO THE AUDITOR’S REPORT

The Annexure referred to in our report to the members of Fervent Synergies Limited (‘the Company’) for the year ended 31^st March 2018. We report that:

1. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Verification of Fixed Assets is being conducted in a phased program by the Management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the name of the company only, wherever applicable.

2. As informed to us, the inventories were physically verified at reasonable intervals by the management and no material discrepancies were noticed thereon.

3. According to the information & explanation 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 Companies Act, 2013.

4. The provisions of section 185 and 186 of the Companies Act, 2013 have been duly complied with in respect of all loans, investments, guarantees and securities, wherever applicable.

5. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of the provisions of the Companies Act, 2013 and the rules framed there under.

6. We are informed that the Central Government has not specified the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

7. According to the information and explanation given to us and the records of the Company examined by us, in respect of statutory and other dues:

a) The Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods & service tax and any other statutory dues with the appropriate authorities, as far as applicable to it. There were no undisputed amounts outstanding as at 31st March 2018 for a period of more than six months from the date they became payable.

b) There are no unpaid dues on account of any disputes pending with any forum with respect to the above.

8. The Company has not defaulted in repayment of loans or borrowings to any financial institution, bank, Government or dues to debenture holders.

9. As neither any money was raised by way of initial public offer or further public offer (including debt instruments) nor any term loans were obtained, there is no question of application of the same for the purpose for which those were raised.

10. On the basis of our examination and according to the information and explanation given to us, no fraud, by or on the Company, by its officers or employees has been noticed or reported during the year.

11. All 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 Companies Act.

12. The Nidhi Rules, 2014 are not applicable since the company is not a Nidhi company.

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

14. The company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review.

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

16. According to the information and explanation given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of lndia Act, 1934.

FOR VISHAL H. SHAH & ASSOCIATES

Chartered Accountants

VISHAL SHAH

PROPRIETOR

M. No. 101231 / Firm Regn No.116422W Mumbai - May 24, 2018

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Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Fervent Synergies Limited (''the Company'') which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The management of the Company is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (as applicable) ("the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the 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 thereund ar. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards raquire 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, whather due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid 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 written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

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; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. So the question of delay in transferring such sums does not arise.

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in our report to the members of Fervent Synergies Limited (''the Company) for the year ended 31st March 2015. We report that:

1. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Verification of Fixed Assets is being conducted in a phased program by the Management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. No material discrepancies were noticed on such verification.

2. a) There being no inventories, the question of physical verification of inventory at reasonable intervals by the management does notarise.

b) The question of procedures of physical verification of the inventories followed by the management being reasonable and adequate in relation to the size of the Company and nature of its business does notarise.

c)The question of the Company maintaining proper records of inventories does not arise.

3. According to the information & explanation given to us, 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. In our opinion and according to the information and explanations given to us, the Company has 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.

5. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of the provisions of the Companies Act, 2013 and the rules framed there under.

6. We are informed that the Central Government has not specified the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

7. According to the information and explanation given to us and the records of the Company examined by us, in respect of statutory and other dues:

a) The Company is generally 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, as for as applicable to it There were no undisputed amounts outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) There are no unpaid dues on account of any disputes pending with any forum with respect to the above.

c) There are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act and rules made there under.

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

9. The Company has not defaulted in repayment of dues to any financial institutions, banks or debenture holders.

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

11. As no term loans were obtained, there is no question of application of the funds for the purpose for which they were obtained.

12. On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, has been noticed or reported during the year.

FOR NITIN POTA&ASSOCIATES Chartered Accountants

NITIN POTA PROPRIETOR M.No.42215/ Firm Regn No.107153W Mumbai - April 23, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in our report to the members of Fervent Synergies Limited (''the Company'') for the year ended 31 March 2014. We report that:

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

Verification of Fixed Assets is being conducted in a phased programme by the Management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets.

None of the Fixed Asset has been revalued during the year. In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Company is not affected.

2. There being no inventories: the question of physical verification of inventory at reasonable intervals by the management does not arise;

The question of procedures of physical verification of the inventories followed by the management being reasonable and adequate in relation to the size of the Company and nature of its business does not arise.

The question of the Company maintaining proper records of inventories does not arise.

3. According to the information & explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered under section 301 of the Companies Act, 1956.

According to the information & explanation given to us, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register Under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, the Company has adequate internal control procedures commensurate with the size and nature of business of the Company.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

In our opinion and according to the information and explanation given to us, there are no transactions of purchases and sale of goods made in pursuance of agreement entered in register to be maintained undersection-301 of the Companies Act, 1956 in excess of Rs.5 Lakhs armories respect of each party.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an adequate internal audit system, which is a part of the company''s internal control procedures, and is commensurate with the size and nature of its business.

8. We are informed that the Central Government has not prescribed the maintenance of cost records U/s.209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and the records of the Company examined by us, in respect of statutory and other dues:

The Company is generally regular in depositing undisputed statutory dues like, applicable income tax and MVAT, CST, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise Duty and any other material statutory dues applicable to it.

There were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, MVAT, wealth tax, custom duty, excise duty, cess and other material statutory dues outstanding as at 31 st March, 2014 for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of Shares & Debentures.

13. The provision of any Special Statute applicable to Chit Fund/Nidhi or Mutual Benefit Fund/Societies is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities or debentures. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company has not obtained any term loan during the year.

17. As no term loans are obtained, there is no question of application of the funds either for short term or long term purposes.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintain under Section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any Debentures and hence the question of creation of any securities does not arise.

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

21. On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the year.



FOR NITIN POTA&ASSOCIATES

Chartered Accountants

sd/-

NITIN POTA

PROPRIETOR

M.No.42215/Firm Regn No.107153W

Mumbai April 28,2014

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Mar 31, 2012

We have audited the accompanying financial statements of Fervent Pharma Synergies Limited ('the Company') which comprise the Balance Sheet as at 31 March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e) on the basis of written representations received from the directors as on 31 March 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in our report to the members of Fervent Pharma Synergies Limited ('the Company') for the year ended 31 March 2012. We report that:

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

Verification of Fixed Assets is being conducted in a phased programme by the Management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to be size of the Company and the nature of assets.

None of the Fixed Asset has been revalued during the year. In our opinion and according to the information and

Explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Company is not affected.

2. As explained to us, inventories are physically verified by the management during the year at reasonable intervals.

Procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

The Company has maintained proper records of inventories and no discrepancies were noticed on physical verification.

3. According to the information & explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered under section 301 of the Companies Act, 1956. According to the information & explanation given to us, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register Under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, the Company has adequate internal control procedures commensurate with the size and nature of business of the Company.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

In our opinion and according to the information and explanation given to us, there are no transactions of purchases and sale of goods made in pursuance of agreement entered in register to be maintained under section - 301 of the Companies Act, 1956 in excess of Rs.5 Lakhs or more in respect of each party.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an adequate internal audit system, which is a part of the company's internal control procedures, and is commensurate with the size and nature of its business.

8. We are informed that the Central Government has not prescribed the maintenance of cost records U/s.209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and the records of the Company examined by us, in respect of statutory and other dues:

The Company is generally regular in depositing undisputed statutory dues like, applicable income tax and MVAT, CST, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise Duty and any other material statutory dues applicable to it.

There were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, MVAT, wealth tax, custom duty, excise duty, cess and other material statutory dues outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of Shares & Debentures.

13. The provision of any Special Statute applicable to Chit Fund/Nidhi or Mutual Benefit Fund/Societies is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities or debentures. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company has not obtained any term loan during the year.

17. As no term loans are obtained, there is no question of application of the funds either for short term or long term purposes.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintain under Section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any Debentures and hence the question of creation of any securities does not arise.

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

21. On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the year.

For Nitin Pota & Associates

Firm Regn No. 107153W

Chartered Accountants

Nitin Pota

Proprietor

M.No.42215

Mumbai

June 21, 2012

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Mar 31, 2011

We have audited the annexed Balance Sheet of FERVENT PHARMA SYNERGIES LIMITED as at 31st March, 2011 and Profit & Loss account and Cash Flow statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle 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.

We report as follows: ""

1. As required by the Companies (Auditors' Report) Order, 2003 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.

2. Further to our comment in the Annexure referred to in paragraph (1 ) above, we state that:

a) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our Audit;

b) I n 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, Profit & Loss Account and Cash Flow statement referred to in this report are in Agreement with the books of Accounts;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statement comply with the requirements of the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion and based on information and explanations given to us, none of the Directors are disqualified on 31st March, 2011 from being appointed as Directors in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said Accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and gives 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, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 - Pt.1 of our report of even date)

On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us, in our opinion:

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

Verification of Fixed Assets is being conducted in a phased programme by the Management designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to be size of the Company and the nature of assets.

None of the Fixed Asset has been revalued during the year. In our opinion and according to the information and Explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and going concern status of the Company is not affected.

2. As explained to us, inventories are physically verified by the management during the year at reasonable intervals.

Procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

The Company has maintained proper records of inventories and no discrepancies were noticed on physical verification.

3. According to the information & explanation given to us, the Company has granted loans, secured or unsecured, to companies, firms and other parties covered under section 301 of the Companies Act, 1956 as under:

(i) The Company has granted loans to two parties during the year. At the year-end, the outstanding balances of such loans aggregated Rs.315 lacs and the maximum amount involved during the year was Rs.1675 lacs.

(ii) In our opinion, the rate of interest and other terms and conditions of such loans, are prima facie not prejudicial to the interest of the Company.

(iii) The loans given were not due for repayment at year end. In respect of payment of interest, these parties have been generally regular in payment.

(iv) The loans given were not due for repayment, therefore the question of overdue principal amount does not arise, There was no overdue interest at the year end.

The Company has not taken any loans, secured or unsecured from Companies, firms or other parties listed in the register Under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, the Company has adequate internal control procedures commensurate with the size and nature of business of the Company.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1966:

The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

In our opinion and according to the information and explanation given to us, there are no transactions of purchases and sale of goods made in pursuance of agreement entered in register to be maintained under section-301 of the Companies Act, 1956 in excess of Rs.5 Lakhs or more in respect of each party.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company has an adequate internal audit system, which is a part of the company's internal control procedures, and is commensurate with the size and nature of its business

8. We are informed that the Central Government has not prescribed the maintenance of cost records u/s.209 (1) (d) of the Companies Act, 1956.

9. According to the information and explanation given to us and the records of the Company examined by us, in respect of statutory and other dues:

The Company is generally regular in depositing undisputed statutory dues like, applicable income tax and MVAT, CST, Investor Education and Protection Fund, Wealth Tax, Service Tax, Custom Duty, Excise Duty and any other material statutory dues applicable to it

There were no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, MVAT, wealth tax, custom duty, excise duty, cess and other material statutory dues outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

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

11. The Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of Shares & Debentures.

13. The provision of any Special Statute applicable to Chit Fund/Nidhi or Mutual Benefit Fund/Societies is not applicable.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities or debentures. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

16. The Company has not obtained any term loan during the year.

17. As no term loans are obtained, there is no question of application of the funds either for short term or long term purposes.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintain under Section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any Debentures and hence the question of creation of any securities does not arise.

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

21. On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, was noticed or reported during the year.

For Nitin Pota & Associates Firm RegnNo.107153W

Chartered Accountants

Nitin Pota

Place: Mumbai Proprietor

Date : July 22, 2011 M.No.42215