Auditor Report of Gujarat Meditech Ltd.

Mar 31, 2013

We have audited the attached Balance Sheet of M/s. GUJARAT MEDITECH LTD., as at 31st March, 2013 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements bases 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 principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order,2003 issued by the Central Govt, 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 and 5 of the said order.

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 purpose of our audit.

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

(c) The Balance Sheet and the Profit 8s Loss Account referred to in this report are in agreement with the books of account.

(d) In our opinion and to the best of our information the said Balance Sheet and Profit & Loss Account and cash flow statement comply with the Accounting standard referred to in section 211(3c) of the companies act, 1956.

(e) On the basis of written representations received from the directors, as on 31st, March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of 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 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31»t March, 2013 and ii. In so far as it relates to the Profit & Loss Account, of the loss of the company for the year ended on that date. iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED ON 31<" MARCH, 2013

i) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

ii) The fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification as compared with the available records.

iii) All Fixed Assets of the company have been disposed off during the year .

iv) The stock of finished goods, and raw materials have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

v) The procedure followed by the management for physical verification of stocks is reasonable and adequate in relation to die size of the company and the nature of its business.

vi) On our basis of examination of stock records, we are of the opinion that the record of stocks is fair and proper in accordance with the normally accepted accounting principle and no material discrepancies were noticed on physical verification.

ii) There is no loans, secured and unsecured, taken by die company to/from companies, firm or other parties covered in die register maintained u/s. 301 of die Co.Act, 1956.

viii) Interest free Loans and Advances in the nature of loans have been given to employees and otiier parties who were generally regular in repaying die principal as stipulated. Where tiiere is delay in repayment, die company has taken reasonable steps to recover the same.

ix) In our opinion and according to information and explanations given to us, tiiere are adequate internal control procedures commensurate witii the size of the Company and the nature of its business for financial activities.

x) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of die Act tiiat need to be entered into die register maintained under section 301 have been so entered.

xi) In our opinion and according to die information and explanations given to us, die provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of deposits) Rules, 1957 are not applicable as die company has not accepted and deposits from die public.

xii) The company does not have any formal system of internal audit. However in our opinion and according to information and explanations given to us, die internal control procedures are adequate. Considering die size and nature of business of die Company.

xiii) The Provisions of section 209(1 )(d) of die Companies Act, 1956 regarding the maintenance of cost records are not applicable to die company.

xiv) As informed to us the provision of Provident Fund Act, Employees State Insurance Act provisions of investor education and protection fund, customs duty, excise duty and cess are not applicable to die Company during die year under review.

xv) The Company is regular in depositing witii appropriate authorities undisputed statutory dues including Income-Tax, Wealtii Tax, Service Tax and other material statutory dues applicable to it.

xvi) According to die information and explanations given to us no disputed amounts in respect of Income-Tax, Wealtii-tax, Sales-Tax, Customs-Duty and Excise-Duty were outstanding as at 31st, March, 2013 for a period of more tiian six months from die date tiiey become payable.

(xvii) According to die information and explanations given to us and based on die generally accepted audit procedures carried out by us no personal expenses of employees or directors have been charged to Revenue Account, otiier tiian tiiose payable under contractual obligations or in accordance with generally accepted business practice.

xvii) The Company has not accumulated losses at die end of die financial year and it has incurred losses in die current year but not in immediately preceding financial year.

xviii) Based on our audit procedures and as per die information and explanations given by the management, die Company has defaulted in repayment of dues of loan of Rs. 23,39,000/- taken from GNFC, which is still outstanding during die year.

xix) According to die information and explanations given to us and based on die documents andrecords produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and otiier securities.

xx) The provisions of any special statute applicable to Chit Funds, Nidhi, or Mutual Benefit Society/fund do not apply to die Company. Therefore, die provisions of clause 4(xiii) of die Companies (Auditor''s Report) Order, 2012 (as amended) are not applicable to die Company.

xxi) The Shares and other securities have been held by die Company, in its own name as explained to us and proper records in respect tiiereof have been maintained.

xxii) According to the information and explanation given to us, the Company has not given any counter guarantee for loans taken by any other person/firms/companies.

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

xxiv) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Co., Act, 1956.

xxv) The Company did not have any outstanding secured debentures during the year.

xxvi) The Company has not raised any money through a public issue during the year under review.

(xxviii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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.

(xxix) The Company is not a sick Company as per the provisions of SICA, 1985.

Rao & Associates,

Chartered Accountants

Sd/-

Date : 03/09/2013 (R.B. RAO)

Place :MUMBAI PARTNER

MEM.NO. 61305