Auditor Report of Godavari Drugs Ltd.

Mar 31, 2015

1 . We have audited the accompanying financial statements of Godavari Drugs Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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

2. 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 and presentation 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

4. 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 rules made there under.

5. 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.

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

7. 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

8. 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, of the state of affairs of the Company as at March 31, 2015 and its Profit and its Cash Flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to Note No. 2.32 to the financial statements, which describes that the confirmation of balances of trade payable, trade receivable, debit and credit to the parties are subject to reconciliation, review and adjustment thereof. Our opinion is not qualified in this respect.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor''s Report) Order, 2015, issued by the 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 of 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 statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

11. 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations as on March 31, 2015 on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts. The Company neither entered into any derivative contract during the year nor have any outstanding derivative contract at the end of the year;

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

Annexure to the Independent Auditors'' Report

Referred to in paragraph 10 of the Independent Auditors'' Report of even date to the members of Godavari Drugs Limited on the financial statements as of and for the year ended March 31, 2015

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

(b) The fixed assets are physically verified by the Management during the year and there is regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory has been physically verified by the management during the year. In respect of inventory lying with the parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the registers maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the Information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the rules framed there under to the extent notified.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, in respect of goods traded by the company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the company is regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, Income tax, Sales tax/CST, Wealth Tax, Service tax, duty of customs, duty of excise, cess, value added tax and other material statutory dues as applicable to it, with appropriate authorities.

According to the information and explanations given to us, there are no material dues of Income tax, Sales tax/CST, Wealth Tax, Service tax, duty of customs, duty of excise, cess were in arrears, as on March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, the particulars of dues of sales tax including value added tax, duty of customs and duty of excise as at March 31, 2015 which have not been deposited on account of a dispute are as follows:

Sl. Name of the Nature of Amount Period to No. Statute Dues (Rs. In Lakhs) which the amount relates

1 Central Excise Excise Duty 16.30 2008-09 to Act, 1944 2013-14

2 Customs Customs Duty 6.96 2000-01 Act, 1962

Total 23.26

Name of the Statute Forum where Amount the dispute Deposited is pending (Rs. In Lakhs)

Central Excise Act 1944 Commissioner 0.41 (A)-Nagpur)

Customs Act 1962 CESTAT- Mumbai 2.50

Total 2.91

(c) There are no amount required to be transferred to Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

(viii) The company has accumulated losses at the close of the year and are not more than 50% of its net worth. The company has not incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

(ix) According to the records of the examined by us, the Company has not defaulted in repayment of dues to financial institutions, banks and bond holders during the current financial year. There are no overdue as on March 31, 2015.

(x) In our opinion and according to the information given to us, the company has not obtained any term loan from financial institutions/ banks.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied on an overall basis for the purposes for which they were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit nor have been informed of such case by the Management.

For S Daga & Co. Chartered Accountants (ICAI FRN: 000669S)

(Shantilal Daga) M. No. 011617 Partner

Place: Hyderabad Date: 30.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of GODAVARI DRUGS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and 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 state- ments 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 (30 of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/ 2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal con- trol 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 require- ments and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstate- ment. 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 state- ments, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s prepa- ration and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(b) in the case of the Statement of Profit and Loss, of the profit 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.

Other Matters:

Without qualifying our report we refer to :

Note No. 2.28 regarding Trade Receivables, Trade payables, sundry balances of debit and credit of parties are subject to confirmation and review by the management;

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 exami- nation 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 Stan- dards referred to in subsection (3C) of section 211 of the Companies Act 1956 read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURETO AUDITORS''REPORT

(Referred to Point 1 of Report on Other Legal and Regulatory Requirements of our report of even date)

1. (a) The Company has maintained proper records showing full particu- lars including quantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verifi- cation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

(c) There was no substantial disposal of fixed assets during the year.

I (a) Physical verification of Inventory has been conducted by the man- agement at reasonable intervals. (b) The procedures for physical verification of stocks followed by the

Management are reasonable and adequate in relation to the size of the company and nature of its business. {c)

The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.as compared to the book records.

i. (a) The company had not granted any loans, secured or unsecured to companies,firms and other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(b) In view of our comment in paragraph 3(a) above, reporting under clause 4(iii) (b), (c) & (d) of trie aforesaid order are not applicable to the Company.

(c) The company has taken unsecured loans from six parties (Previous year six parties) covered in the register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 254.43 lakhs (Pr. year Rs.247.05 lakhs,) the yearend bal- ance is Rs.246.41 (Pr.year Rs.239.44 lakhs) in case of said parties cov- ered in the register maintained u/s.301 of the Companies Act.

(d) As per the information and explanation provided to us, interest paid on unsecured loans taken from parties are reasonable as per prevail- ing market rate in case of three parties and no interest is charged by three parties listed in the register maintained under section 301 of the Companies Act, 1956. All the loans are long term loans and the other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

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

5. (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or ar- rangements entered in the register maintained under Section 301 of the Companies Art, 1956 in respect of any party during the year, have been made at prices which are reasonable having regard to the pre- vailing market prices at the relevant time.

6. The company has not accepted any deposits from the public but has accepted unsecured loans from shareholders and directors for which no return was filed within the meaning of provisions of section 58 A, 58AA of the Companies Act, 1956 or any other relevant provisions of the act and rules framed there under.

7. In our opinion, the company has the internal audit system commensu- rate with the size and nature of its business.

8. The company has not maintained cost records as prescribed by the Cen- tral Government under section 209(1)(d) of the Companies Act 1956. We have been informed that adequate steps are being taken to maintain the cost records and accounts as prescribed by law.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident fund and Employees'' state insurance, In- come-Tax, Sales-Tax, Service tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it with the appropriate au- thorities. (b) According to the information and explanations given to us,no undis- puted amounts payable in respect of sales-tax, Income-Tax, Wealth Tax, Service tax, Custom Duty, Excise duty and Cess were outstanding at the yearend for a period of more than six months from the date they become payable.

10. The company does not have accumulated losses exceeding more than fifty percent of its net worth at the end of the financial year and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. There are no outstanding loans granted by Financial Institution, banks or debenture holders.

12. There are no unsecured loans granted against pledge of securities/shares which are outstanding as at the end of year.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. In our opinion and according to the information and explanation given to us, the company is not a dealer or trader in shares, securities, deben- tures and other investments.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or fi- nancial institutions.

16. The company has not raised any fresh term loan during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term invest- ment by the company or vice versa.

18. The Company has not made any preferential allotment of shares to par- ties or companies covered in the register maintained under section 301 of the companies actl 956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

21. Based on the audit procedures performed and information and explana- tions given by the management, we report that no fraud on or by the company has been noticed or reported during the course of ourauditt.

For S.DAGA & CO.,

Chartered Accountants,

(F. No. 000669S)

(PAVAN KUMAR BIHANI)

Place: Hyderabad M.No.225603

Date: 28.05.2014 Partner

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Godavari Drugs Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and 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:

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

(b) in the case of the Statement of Profit and Loss, of the Profit 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, 2003 ("the Order") 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us; 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;

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

Referred to in Paragraph 3 of our Report of even date:

1. (a) The Company has maintained proper records showing full particu- lars including quantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

(c) There was no substantial disposal of fixed assets during the year

2. (a) Physical verification of Inventory has been conducted by the management at reasonable intervals.

(b) The procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification, as compared to the book records.

3. The company has taken unsecured loans from six parties (Previous year seven parties) covered in the register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.247.05 lakhs (PY Rs.187.48 lakhs,) the yearend balance is Rs.239.44 (PY Rs.186.48 lakhs) in case of said parties covered in the register maintained u/s.301 of the Companies Act.

The company has not granted unsecured loans to Companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

As per the information and explanation provided to us, interest paid on unsecured loans taken from parties are reasonable as per prevailing market rate in case of three parties and no interest is charged by three parties listed in the register maintained under section 301 of the Companies Act, 1956. All the loans are repayable on demand and the other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

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

5. a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public but has accepted unsecured loans from shareholders and directors for which no return was filed within the meaning of provisions of section 58A, 58AA of the Companies Act,1956 or any other relevant provisions of the act, and rules framed there under.

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

8. The company has not maintained cost records as prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956. We have been informed that adequate steps are being taken to maintain the cost records and accounts as prescribed by law.

9. a) The company is generally regular in depositing undisputed Statutory dues including Provident fund and Employees'' state insurance, Income-Tax, Sales-Tax, Service tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it with the appropriate authorities. However there are delays in payment of Provident Fund, Employees State Insurance and TDS. b) According to the information and explanations given to us, no undisputed amounts payable in respect of sales-tax, Income-Tax, Wealth Tax, Service tax, Custom Duty, Excise duty and Cess were outstanding at the yearend for a period of more than six months from the date they become payable.

10. The company has accumulated losses exceeding more than fifty percent of its net worth at the end of the financial year and has not incurred cash losses in the current financial year and in the immediate preceding financial year.

11. There are no outstanding loans granted by Financial Institution, banks or debenture holders

12. There are no unsecured loans granted against pledge of securities/shares which are outstanding as at the end of year.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. In our opinion and according to the information and explanation given to us, the company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. The company has not raised any fresh term loan during the year.

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

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the companies act,1956.

19. The company did not have any outstanding debentures during the year. The company has not raised any money through public issue during the year.

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

For S.DAGA & CO.,

Chartered Accountants,

(F.NO.000669S)



(T.V. SUBBA RAO)

Place: Hyderabad Partner

Date : 30.05.2013 MNo.9636

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GODAVARI DRUGS LTD. as at 31st March 2012 and also the Statement of Profit and Loss of the company for the year ended on that date annexed thereto and the Cash Flow Statement for the period ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. (i) As required by the Companies (Auditor's Report) Order, 2003 (and amended by The Companies (Auditor's Report) (Amendment) Order, 2004) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

b. In our opinion, 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 and the Statement of Profit and Loss and Cash Flow Statement referred to in 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 dealt with by this report comply with the accounting standards as referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31st 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;

5 In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant accounting policies and notes thereon , more particularly Note No. 2.28 with regard to non-provision of impairment in development cost of new products pending implementation for over 3 years Rs. 126.62 lakhs (Pr. Year Rs. 134.87 lakhs) which the management is in the process of evaluating the same; and Note No. 2.29 with regard to non confirmation of balances to the debit or credit of parties gives 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 31st March 2012;

ii. In the case of the Statement of Profit and Loss, the loss for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT Referred to in Paragraph 3 of our Report of even date:

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

(b) According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

(c) There was no substantial disposal of fixed assets during the year.

2. (a)Physical verification of Inventory has been conducted by the management at reasonable intervals,

(b) The procedures tor physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records cf inventory and no material discrepancies were noticed on physical verification, as compared to the book records.

3. The company has taken unsecured loans from seven parties covered in the register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.187.48 lakhs (Previous Year Rs.138.31 lakhs) the yearend balance is Rs.186.48 lakhs (Previous Year Rs.116 48 lakhs) in case of said parties covered in the register maintained u/s.301 of the Companies Act.

The company has not granted unsecured loans to Companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

As per the information and explanation provided to us, interest paid on unsecured loans taken from parties are reasonable as per prevailing market rate in case of three parties and no interest is charged by two parties listed in the register maintained under section 301 of the Companies Act, 1956. All the loans are repayable on demand and the othei terms and conditions on which loans have been taken from the parties iisted in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

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

5. a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public but has accepted unsecured loans fiom shareholders and directors for which no return was filed with in the meaning of provisions of section 58A, 58AA of ttie Companies Act, 1956 or any other relevant provisions of the act, and rules framed there under.

7. In our opinion, the company has to strengthen the internal audit system

commensurate with the size and nature of its business.

8. The company has not maintained cost records as prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956. We have been informed that adequate steps are being taken to maintain the cost records and accounts as prescribed by law.

9. a) The company is generally regular in depositing undisputed Statutory dues including Provident fund and Employees' state insurance, Income-Tax, Sales- Tax, Service tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it with the appropriate authorities. However there are delays in payment of Provident Fund, Employees State Insurance and TDS.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of sales-tax, Income-Tax, Wealth Tax, Service tax, Custom Duty, Excise duty and Cess were outstanding at the yearend for a period of more than six months from the date they become payable,

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. Further the company has incurred cash losses during the financial year covered by our audit report and has not incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not paid the interest due on the loan from a Bank, which is pending settlement amounting to Rs. 19,77,290/- (Previous Year Rs.19,77,290/-).

12. There are no unsecured loans granted against pledge of securities/shares which are outstanding as at the end of year.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. In our opinion and according to the information and explanation given to us, the company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. The company has not raised any fresh term loan during the year.

17. According to the information and explanations given to us and on an overail 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 by the company or vice versa.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the companies act,1956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

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

For S.DAGA & CO., Chartered Accountants, (FRN 000669S) (T.V SUBBA RAO)

Place: Hyderabad Partner

Date : 14.08.2012 M.No:9636

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GODAVARI DRUGS LTD. as at 31st March 2010 and also the Profit and Loss Account of the company for the year ended on that date annexed thereto and the Cash flow Statement for the period ended on that date. 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. (i) As required by the Companies (Auditors Report) Order, 2003 (and amended by The Companies (Auditors Report) (Amendment) Order, 2004) issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(ii) Further to our comments in the Annexure referred to above, we report that:

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

b. in our opinion, 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 and Profit and Loss Account referred to in this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards as referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

f. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant accounting policies and notes appearing in Schedule 19 thereon, more particularly Note NoA(b) with regard to non confirmation of balances to the debit or credit of parties gives 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 31st March 2010;

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

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

ANNEXURE TO AUDITORS REPORT Referred to in Paragraph 3 of our Report of even date:

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

(b) According to the information and explanations given to us, most of the fixed assets have been physically verified by the Management during the year. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared to the available records.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) Physical verification of Inventory has been conducted by the management at reasonable intervals.

(b) The procedures for physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification, as compared to the book records.

3. The company has taken unsecured loans from seven parties covered in the register maintained u/s.301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 168.77 lacs (Previous year Rs 201.66 lakhs), the year end balance is Rs.138.31 lakhs (Previous year Rs 160.67 Lakhs) in case of said parties covered in the register maintained u/s.301 of the Companies Act.

The company has not granted unsecured loans to Companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

As per the information and explanation provided to us, interest paid on unsecured loans taken from parties are reasonable as per prevailing market rate in case of two parties and no interest is charged by five parties listed in the register maintained under section 301 of the Companies Act, 1956. All the loans are repayable on demand and the other terms and conditions on which loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

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

5. a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public but has accepted unsecured loans from shareholders and directors for which no return was filed with in the meaning of provisions of section 58A, 58AA of the Companies Act, 1956 or any other relevant provisions of the act, and rules framed there under

7. In our opinion, the company has to strengthen the internal audit system commensurate with the size and nature of its business.

8. The company has not maintained cost records as prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956. We have been informed that adequate steps are being taken to maintain the cost records and accounts as prescribed by law.

9. a) The company is generally regular in depositing undisputed Statutory dues including Provident fund and Employees state insurance, Income- Tax, Sales-Tax, Service tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it with the appropriate authorities. However there are delays in payment of Provident Fund, Employees State Insurance and TDS. b) According to the information and explanations given to us, no undisputed amounts payable in respect of sales-tax, Income-Tax, Wealth Tax, Service tax, Custom Duty, Excise duty and Cess were outstanding at the year end for a period of more than six months from the date they become payable.

10. The company has accumulated losses exceeding more than fifty percent of its net worth at the end of the financial year.

11. The interest accrued and due on the loans due to the State Bank of Bikaner & Jaipur is outstanding pending settlement Rs. 1977290/- (Previous year Rs.1977290-).

12. There are no unsecured loans granted against pledge of securities/shares which are outstanding as at the end of year.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies,

14. In our opinion and according to the information and explanation given to us, the company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. The company has not raised any fresh term loan during the year.

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

18. The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money through public issue during the year.

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

For S.DAGA & CO.,

Chartered Accountants,

(FRN 000669 S)

(T.V SUBBA RAO)

Place: Hyderabad Partner

Date : 03.09.2010 M.No:9636