Auditor Report of Parabolic Drugs Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF PARABOLIC DRUGS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Parabolic Drugs Limited which comprises the Balance sheet as at 31^st March 2016 and the Statement of Profit & Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to Note 25(1) of the financial statements regarding confirmation of debit or credit balances on whatsoever account, the aforesaid financial statements read with note 25 forming part of 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 Balance Sheet, of the state of affairs of the Company as at 31^st March 2016;

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

c) in case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the order") , issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we enclose in the Annexure "A" a statement on the matters specified in paragraph 3 and 4 of the said order, to the extent applicable .

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

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

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

c) The Balance Sheet and the Statement of Profit & 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 written representations received from the Directors, as on 31^st March 2016 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March 2016 from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls , refer to our separate report in Annexure ''B'': and

g) 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 on its financial position in the financial statements;

ii) The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, including derivatives contracts; and

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(i) (a) As confirmed by the management , the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. However it is not up to date as on 31^st March, 2016.

(b)We are informed that the company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having size of the company and nature of its business. As confirmed by the company, during the year ended 31^st March 2016, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

(c)According to the information & explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties as disclosed in Note-9 to theses financial statements, are held in the name of the company.

(ii) According to the information & explanations given to us, the inventories comprises of raw material, work in progress, material at shop floor , semi-finished goods and finished goods total valuing Rs 40.10 crores as on 31^st March 2016 have been physically verified and certified by the management which have been relied upon. As confirmed by management, no material discrepancies were noticed on physical verification of the same.

(iii) Since 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, so paragraph iii (a),iii (b) & iii(c) is not applicable.

(iv) In our opinion and according to information and explanation given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made and guarantees and securities provided by it.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules framed thereunder to the extent notified.

(vi)The company is required to maintain cost records as prescribed by Central Government under section 148(1) of the Companies Act 2013 and according to the information and explanations given to us the company has maintained proper records as prescribed by central government However we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a)According to 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, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities . There are no statutory dues outstanding for a period exceeding six months from the date they become payable except as given below:

S. No.	Nature of the Statute	Nature of Dues	Amount (Rs. In Lacs)	Period to which amount relates
1	Employee State Insurance Act,1948	ESI Payable-Derabassi	8.37	Feb-2015 to Sep-2015
2	Employees Provident Funds & Miscellaneous Provisions Act,1952	PF Payable-Derabassi	108.80	May-2014 to Sept-2015
3	Employee State Insurance Act,1948	ESI Payable-Panchkula	1.42	Apr-15 to Sep-15
4	Employees Provident Funds & Miscellaneous Provisions Act,1952	PF Payable-Derabassi	7.35	July-14 to Sep-15
5	Employee State Insurance Act,1948	ESI Payable-Contractor (Derabassi)	2.50	Feb-14 to Sep-15
6	Labour Welfare Fund Act,1972	Staff Welfare Fund Payable	0.49	Feb-15 to Sep-15
7	Income Tax Act,1961	TDS Payable	26.16	Oct-14 to Sep-15
8	Central Sales Tax Act and Sales tax Act of Various States	Vat Payable (Baddi)	75.82	Jan-15 to Mar-15
9	Central Sales Tax Act and Sales tax Act of Various States	CST Payable (Baddi)	0.07	Jan-15 to Mar-15
10	Central Sales Tax Act and Sales tax Act of Various States	Vat Payable (Panchkula)	3.61	Sep-2015

(b) According to the information and explanations given to us, and the records of the company examined by us , in our opinion , there are no material dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited with the appropriate authorities on account of any dispute except the following cases of Income tax ,Excise duty & Service Tax which are pending at various courts as there demand will be confirmed after order:-

S. No	Nature of the Statute	Nature of Dues	Amount (Rs.)	Period to which amount related	Forum where dispute is pending
1	Finance Act,1944	Service Tax	28.50 Lacs	FY 2011-12	Commissioner (Appeals)
2	Finance Act,1944	Service Tax	6.34 Lacs	FY 2013-14	Deputy Commissioner Derabassi
3	Central Excise act,1944	Excise Duty	5859.97 Lacs	FY 2012-13	Punjab & Haryana High Court
4	Central Excise act,1944	Rebate Claim	875.95 Lacs	FY 2012-13	Commissioner Chandigarh
5	Central Excise act,1944	Excise Duty	10.00 Lacs	FY 2008-09	CESTAT
6	Central Excise act,1944	Rebate Claim	15.61 Lacs	FY 2011-12	Joint Secretary Ministry of Finance
7	Income Tax Act 1961	Income Tax	243.96 Lacs (Including penalty of Rs 70.15 Lacs)	A.Y 2005-06	Income Tax Appellate Tribunal
8	Income Tax Act 1961	Income Tax	86.19 lacs	A.Y. 2007-08	Income Tax Appellate Tribunal
9	Income Tax Act 1961	Income Tax	0.41 lacs	A.Y. 2008-09	Income Tax Appellate Tribunal
10	Income Tax Act 1961	Income Tax	457.51 lacs	A.Y. 2009-10	Income Tax Appellate Tribunal
11	Income Tax Act 1961	Income Tax	5.96 Lacs	A.Y. 2010-11	Income Tax Appellate Tribunal
12	Income Tax Act 1961	Income Tax	1.13 Lacs	A.Y. 2011-12	Income Tax Appellate Tribunal

(viii) In our opinion and according to the information and explanations given to us and as confirmed by management, the company has defaulted in repayment of dues to a financial institutions & banks as all the credit facilities from most of banks/financial institutions of the company have already been classified as NPA .

During the F.Y.2012-13 the company has made application for restructuring of debts under CDR Mechanism which has been approved and stands implemented, the cutoff date being 30^th September 2012 and the company stands exit from CDR Mechanism on 28th October 2015 vide letter CDR(PMJ) No. 442/2015-16 dated 31st October 2015.

(ix) Since no money has been raised by way of initial public offer or further public offer (including debt instruments) during the year, the requirement of paragraph 3(ix) is not applicable and further we report that the no fresh term loans has been raised by the company during the year under report.

(x) During the course of examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to information & explanation given to us, we have neither come across any instance of fraud by the company or on the Company by its officers or employees noticed or reported during the year nor have we been informed of any such case by the Management.

(xi) According to information and explanations given to us and based on our examination of records of the company , the company has paid/provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to information and explanations given to us, the company is not a Nidhi Company and Nidhi Rules, 2014 are not applicable to it. Accordingly, provisions of clause 3(xii) of the order are not applicable.

(xiii) The company has entered into transactions with the related parties in compliance with the provisions of sections 177 and 188 of the Act. The detail of suck related party transactions have been disclosed in the financial statements as required under Accounting Standard 18, Related Party Disclosures specified under section 133 of the Act, read with Rule 7 of the Company (Account) Rules, 2014.

(xiv) According to information and explanations given to us and based on our examination of records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to information and explanations given to us and based on our examination of records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the order are not applicable.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the order are not applicable to the company.

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

We have audited the internal financial controls over financial reporting of PARABOLIC DRUGS LIMITED Chandigarh (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”].

Chandigarh; FOR S.K. BANSAL & CO.

Dated: 28^th May 2016 CHARTERED ACCOUNTANTS

(S.K.Bansal)

Partner

Membership No: 013147

FRN No 002222N

Name: M/s. S.K. Bansal & Co.

Chartered Accountants

Address: Kothi No. 3193,

Sector 28 - D,

Chandigarh-160002

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Mar 31, 2015

We have audited the accompanying financial statements of M/s. Parabolic Drugs Limited which comprises the Balance sheet as at 31st March 2015 and the Statement of Profit & Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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

Chandigarh

Dated: 18th May 2015

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to Note 25(1) of the financial statement regarding confirmation of debit or credit balances on whatsoever account, the aforesaid financial statements read with note 25 forming part of 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2015;

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

c) in case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 we enclose in the Annexure "A" a statement on the matters specified in paragraph 3 and 4 of the said order.

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

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

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

c) The Balance Sheet and the Statement of Profit & 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 written representations received from the Directors, as on 31st March 2015 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2015 from being appointed as a Director in terms of Section 164(2) of the Act.

Annexure-'A' referred to in the Independent Auditors' Report to the Members of

M/s. Parabolic Drugs Limited, on the accounts for the year ended 31st March 2015

(i) (a) As confirmed by the management , the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. However it is not upto date as on 31st March 2015.

(b) We are informed that the company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having size of the company and nature of its business. As confirmed by the company, during the year ended 31st March 2015, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

(ii) (a) According to the information & explanations given to us, the inventories comprises of raw material, work in progress, material at shop floor , semi-finished goods and finished goods total valuing Rs 315.38 crores as on 31st March 2015 have been physically verified and certified by the management which have been relied upon.

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

(c) Quantitative records have been maintained for Raw Materials & Finished Goods produced only. As confirmed by management, no material discrepancies were noticed on physical verification ofthe same.

(iii) Since the Company has not granted anyloans secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013, so paragraph iii (a) & Mi (b) is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the sizeofthe company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods &services .During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

(v) In our opinion and according to information and explanation given to us, the Company has not accepted deposits as per Companies (Acceptance of Deposits) Rule 2014 and as per provisions of Section 73 to 76 of the Companies Act, 2013

(vi) The company is required to maintain cost records as prescribed by Central Government under section 148(1) of the Companies Act 2013 and according to the information and explanations given to us the company has maintained proper records as prescribed by central government However we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty, cess and other material statutory dues as applicable to it. There are no statutory dues outstanding for a period exceeding six months from the date they become payable.

(b) According to the information and explanations given to us, there are no material dues of sales tax, value added tax, wealth tax, service tax and cess which have not been deposited with the appropriate authorities on account of any dispute. However according to information and explanations given to us the following cases of Income tax ,Excise duty & Service Tax are pending at various courts as there demand will be confirmed after order:-

Rs. in Millions

S.No. Nature of the Nature of Amount Period to which Statute Dues amount related

1 Service Tax Service Tax 2.85 FY 2011-12

2 Service Tax Service Tax 0.63 FY 2013-14



3 Central Excise Excise Duty 585.99 FY 2012-13 act

4 Central Excise Rebate Claim 87.59 FY 2012-13 act

5 Central Excise Excise Duty 1.00 FY 2008-09 Act

6 Central Excise Rebate Claim 1.56 FY 2011-12 Act

7 Income Tax Income Tax 24.39 A.Y 2005-06 1961 (Including penalty of Rs 7.01)

8 Income Tax Income Tax 8.62 A.Y. 2007-08 1961

9 Income Tax Income Tax 0.04 A.Y. 2008-09 1961

10 Income Tax Income Tax 45.75 A.Y. 2009-10 1961

11 Income Tax Income Tax 0.59 A.Y. 2010-11 1961

12 Income Tax Income Tax 0.12 A.Y. 2011-12 1961

S.No. Nature of the Forum where Statute dispute is pending

1 Service Tax Commissioner(Appeals)

2 Service Tax Deputy Commissioner Derabassi

3 Central Excise Punjab & Haryana High act Court

4 Central Excise Commissioner act Chandigarh

5 Central Excise CESTAT Act

6 Central Excise Joint Secretary Ministry Act of Finance

7 Income Tax Income Tax Appellate 1961 Tribunal

8 Income Tax Income Tax Appellate 1961 Tribunal

9 Income Tax Income Tax Appellate 1961 Tribunal

10 Income Tax Income Tax Appellate 1961 Tribunal

11 Income Tax Income Tax Appellate 1961 Tribunal

12 Income Tax Income Tax Appellate 1961 Tribunal

(viii) The accumulated losses of the company have exceeded its net worth. The company has incurred cash loss during the year covered by our audit and also in the immediately preceding financial year. However the accounting continues to be prepared on going concern basis.

(ix) In our opinion and according to the information and explanations given to us and as confirmed by management, the company has defaulted in repayment of dues to a financial institutions & banks as all the credit facilities from most of banks/financial institutions of the company have been classified as NPA during the year.

During the F.Y.2012-13 the company has made application for restructuring of debts under CDR Mechanism which has been approved and stands implemented, the cutoff date being 30th September 2012-As per CDR Package, the installment for various Term Loans were to start from October, 2014. However company has not been able to fulfill obligation towards repayment of installment & Interest.

(x) The company has given corporate guarantee in respect loans taken by M/s Ziven Life Sciences Limited (its subsidiary) from banks or financial institutions.

(xi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confirmed by management , we report that the no fresh term loans has been raised by the company during the year under report.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Chandigarh; FOR S.K. BANSAL & CO. Dated: 18th May 2015 CHARTERED ACCOUNTANTS

(S.K. Bansal) Partner Membership No: 013147 FRN NO.002222N Name: M/s. S.K. Bansal&Co. Chartered Accountants Address: Kothi No. 3193, Sector 28 - D, Chandigarh-160002

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Mar 31, 2014

We have audited the accompanying financial statements of M/s. Parabolic Drugs Limited which comprises the Balance sheet as at 31st March 2014 and the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date 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 gives 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. 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, subject to Note 25(a) of the financial statement regarding confirmation of debit or credit balances on whatsoever account, the financial statements read with note 25 forming part of financial statement give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of Statement of Profit & Loss , of the Loss for the year ended on that date. and

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

Report on Other Legal and Regulatory Requirements

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

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

(i) 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;

(ii) 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.

(iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(v) On the basis of written representations received from the Directors, as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st 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.

(vi) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Annexure to the Auditors'' Report

Annexure referred to in Paragraph-1 of the Auditors'' Report to the Members of M/s. Parabolic Drugs Limited on the accounts for the year ended 31st March 2014.

(i) (a) As confirmed by the management , the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) We are informed that the company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having commensurate with the size of the company and nature of its business. In terms of such programme, during the year ended 31st March 2014, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

(c) As confirmed by the management, the substantial part of Fixed Assets has not been disposed off during the year.

(ii) (a) According to the information & explanations given to us, the inventories comprises of raw material, work in progress, material at shop floor and finished goods total valuing Rs. 367.59 crores as on 31st March 2014 have been physically verified by the management.

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

(c) Quantitative records have been maintained for Raw Materials & Finished Goods produced. As confirmed by management, no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not taken from/granted any (secured or unsecured) loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As Company has not taken from/granted loans apart from transactions on current account para iii (b), iii (c), iii (d) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the act have been entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lacs 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.

(vi) In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public as per Companies (Acceptance of Deposits) Rule of 1975 and as per provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion the Company has an Internal Audit System commensurate with its size and nature of its business.

(viii) As confirmed by the management, the Company is maintaining cost records as prescribed by Central Government under section 209(1)(d) of the Companies Act 1956.

(ix) (a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable to it. .

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax excise duty and cess, which have not been deposited on account of any dispute except as referred to in Para No. (o) of Additional note 25 to financial statement as on 31st March 2014.

(x) There are accumulated losses of the Company at the end of the year. The company has incurred cash loss during the year covered by our audit and also in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us and as confirmed by management, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders as the company has made application to CDR Cell which has been approved and stands implemented w.e.f. 30th September, 2012.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a Nidhi Mutual Benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) The company has given corporate guarantee in respect of loans taken by M/s Ziven LifeSciences Limited from banks or financial institutions.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confirmed by management, we report that the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company and further confirmed by the management, we report that the no funds raised on short-term basis have been used for long-term investment. No long- term funds have been used to finance short-term assets.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) No debentures have been issued during the year by the company.

(xx) During the year no money has been raised by public issue. Hence, the requirement of paragraph 4(xx) is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S.K.BANSAL & CO. Chartered Accountants

(S.K. Bansal) Partner Place : Chandigarh Membership No: 013147 Dated : 30.05.2014 FRN 002222N

Name: M/s. S.K. Bansal & Co. Chartered Accountants Address: Kothi No. 3193, Sector 28 - D, Chandigarh-160002

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of M/s. Parabolic Drugs Limited which comprises the Balance sheet as at 31st March 2013 and the Statement of Profi t & Loss and the Cash Flow Statement for the year ended on that date and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that gives a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial 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 fi nancial 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 fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements. We believe that the audit evidence we have obtained is suffi cient 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, subject to Note 26(b) of the fi nancial statement regarding confi rmation of debit or credit balances on whatsoever account, the fi nancial statements read with note 26 forming part of fi nancial statement give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of Statement of Profi t & Loss , of the Loss for the year ended on that date. and

(c) In case of Cash Flow Statement, of the cash fl ows 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the said Order.

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

(i) 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;

(ii) 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.

(iii) The Balance Sheet, Statement of Profi t & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(v) 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 disqualifi ed as on 31st March 2013 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Annexure referred to in Paragraph-1 of the Auditors'' Report to the Members of M/s. Parabolic Drugs Limited on the accounts for the year ended 31st March 2013.

(i) (a) As confi rmed by the management the Company is maintaining proper records showing full particulars including quantitative details and situation of fi xed assets.

(b) We are informed that the company has framed programme of periodical physical verifi cation of its fi xed assets in phased manner, which in our opinion is reasonable having size of the company and nature of its business. In terms of such programme, during the year ended 31st March 2013, physical verifi cation of the fi xed assets was carried out by the management during the year and no material discrepancy was noticed on such verifi cation.

(c ) As confi rmed by the management ,the substantial part of Fixed Assets have not been disposed off during the year.

(ii) (a) According to the information & explanations given to us the inventories comprises of raw material, work in progress, material at shop fl oor and fi nished goods as on 31St March 2013 have been physically verifi ed by the management.

(b) The procedure of physical verifi cation of inventory followed by the management is, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Quantitative records have been maintained for Raw Materials & Finished Goods produced. As confi rmed by management no material discrepancies were noticed on physical verifi cation.

(iii) (a) The Company has not taken from/granted any (secured or unsecured) loans from companies, fi rms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As Company has not taken from/granted loans apart from transactions on current account para iii(b), iii(c), iii(d) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fi xed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the act have been entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lacs 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.

(vi) In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public as per Companies (Acceptance of Deposits) Rule of 1975 and as per provisions of Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the Company has an Internal Audit

System commensurate with its size and nature of its business.

(viii) As confi rmed by the management, the Company is maintaining cost records as prescribed by Central Government under section 209(1)(d) of the Companies Act 1956.

(ix) (a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute except as referred to in Para No. (m) Of additional note 26 to fi nancial statement as on 31st March 2013.

(x) There are no accumulated losses of the Company at the end of the year. The company has incurred cash loss during the year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us and as confi rmed by management, the company has not defaulted in repayment of dues to a fi nancial institution, bank or debenture holders as the company has made application to CDR Cell which has been approved and stands implemented w.e.f. 30th Sept 2012.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefi t fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) According to information and explanations given to us, the Company has not given corporate guarantee for loans taken from banks or fi nancial institutions.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confi rmed by management , we report that the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company and further confi rmed by the management , we report that the no funds raised on short-term basis have been used for long-term investment. No long- term funds have been used to fi nance short-term assets.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) No debentures have been issued during the year by the company.

(xx) During the year no money has been raised by public issue hence the requirement of paragraph 4(xx) is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



FOR S.K.BANSAL & CO.,

Chartered Accountants



(S.K. Bansal)

Partner

Place : Chandigarh Membership No: 013147

Dated : 30.05.2013 FRN 002222N



Name: M/s. S.K. Bansal & Co.

Chartered Accountants

Address: Kothi No. 3193, Sector 28 " D,

Chandigarh-160002

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Parabolic Drugs Limited, Chandigarh as at 31st March 2012 and also the Statement of Profit & Loss and the 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

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

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

(i) 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;

(ii) 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.

(iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(v) 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.

(vi) Subject to Note 26(b) of financial statements regarding confirmation of Debit or Credit Balances.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with note 26 forming part of financial statement give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of Statement of Profit & Loss , of the Profit for the year ended on that date.

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

Annexure referred to in Paragraph-2 of the Auditors' Report to the Shareholders of M/s. Parabolic Drugs Limited, Chandigarh on the accounts for the year ended 31st March 2012.

(i) (a) As confirmed by the management the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) We are informed that the company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having size of the company and nature of its business. In terms of such programme, during the year ended 31st March 2012, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

(c ) As confirmed by the management ,the substantial part of Fixed Assets have not been disposed off during the year.

(ii) (a) According to the information & explanations given to us the inventories comprises of raw material, work in progress, material at shop floor and finished goods as on 31St March 2012 have been physically verified by the management.

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

(c) Quantitative records have been maintained for Raw Materials & Finished Goods produced. As confirmed by management no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not taken from/granted any (secured or unsecured) loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As Company has not taken from/granted loans apart from transactions on current account para iii(b), iii(c), iii(d) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the act have been entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lacs 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.

(vi) In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public as per Companies (Acceptance of Deposits) Rule of 1975 and as per provisions of Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the Company has an Internal Audit System commensurate with its size and nature of its business.

(viii) As confirmed by the management, the Company is maintaining cost records as prescribed by Central Government under section 209(1)(d) of the Companies Act 1956.

(ix) (a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues as applicable to it. .

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any disputed except as referred to in Para No. (x) and (y) of additional note 26 to financial statement as on 31st March 2012.

(x) There are no accumulated losses of the Company at the end of the year. The company has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us and as confirmed by management, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confirmed by management , we report that the term loans were applied for the purpose for which the loans were obtained.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) No debentures have been issued during the year by the company.

(xx) During the year no money has been raised by public issue hence the requirement of paragraph 4(xx) is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S.K. BANSAL & CO., Chartered Accountants

(S.K. Bansal) Partner

Place : Chandigarh Membership No: 13147

Dated : 14 August, 2012 FRN 002222N

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Parabolic Drugs Limited, Chandigarh as at 31st March 2011 and also the Profit & Loss Account and the 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 basisforouropinion.

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

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

(i) 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;

(ii) 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.

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(v) On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) Subject to Note 1 of Schedule-17 regarding confirmation of Debit or Credit Balances.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes forming part of accounts in Schedule-17 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs on the Company as at 31 st March 2011;

(b) in the case of Profit & Loss Account, of the Profit for the year ended on that date.

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

Annexure to the Auditors' Report

Annexure referred to in Paragraph-2 of the Auditors' Report to the Shareholders of M/s. Parabolic Drugs Limited, Chandigarh on the accounts for the year ended 31st March 2011.

(i) (a) As confirmed by the management the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) We are informed that the company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having size of the company and nature of its business. In terms of such programme, during the year ended 31st March 2011, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

(c) As confirmed by the management ,the substantial part of Fixed Assets have not been disposed off during the year.

(ii) (a) According to the information & explanations given to us the inventories have been physically verified during the year and at the end of the year by the management. In our opinion frequency of such verification is reasonable.

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

(c) Quantitative records have been maintained for Raw Materials & Finished Goods produced. As confirmed by management no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not taken from/granted any (secured or unsecured) loans from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) As Company has not taken from/granted loans apart from transactions on current account para iii(b), iii(c), iii(d) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the act have been entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lacs 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.

(vi) In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public as per Companies (Acceptance of Deposits) Rule of 1975 and as per provisions of Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion the Company has an Internal Audit System commensurate with its size and nature of its business.

(viii) The Company is maintaining cost records as prescribed by Central Government under section 209(1 )(d) of the CompaniesAct1956.

(ix) (a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there is sum of Rs. 0.59 Million outstanding on account of excise duty, out of which a sum of Rs. 0.34 Million has been deposited and a balance of Rs. 0.25 Million has not been deposited on account of dispute for which appeal is pending.

(x) There are no accumulated losses of the Company at the end of the year. The company has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us and as confirmed by management, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures andothersecurities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confirmed by management , we report that the term loans were applied for the purpose for which the loans were obtained.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) No debentures have been issued during the year by the company.

(xx) The company has raised funds by public issue and disclosure in this respect is made under para 28 of Schedule 17 of the Financial Statements and the same is verified.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR S.K. BANSAL & CO.,

Chartered Accountants (S.K. Bansal)

Partner

Place : Chandigarh Membership No: 13147

Dated : 13 August, 2011 FRN 002222N

Name : M/s. S.K. Bansal & Co.

Chartered Accountants

Address: Kothi No. 3193, Sector 28 - D,

Chandigarh-160002

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Parabolic Drugs Limited, Chandigarh as at March 31, 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

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

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

(i) 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;

(ii) 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.

(iii) The Balance Sheet , Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

Annexure to the Auditors Report

Annexure referred to in Paragraph-2 of the Auditors Report to the Shareholders of M/s. Parabolic Drugs Limited, Chandigarh on the accounts for the year ended March 31, 2010.

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

b) We are informed that the Company has framed programme of periodical physical verification of its fixed assets in phased manner, which in our opinion is reasonable having regard to the size of the Company and nature of its business. In terms of such programme, during the year ended March 31, 2010, physical verification of the fixed assets was carried out by the management during the year and no material discrepancy was noticed on such verification.

c) As confirmed by the management ,the substantial part of Fixed Assets have not been disposed off during the year.

ii) a) According to the information & explanations given to us the inventories have been physically verified during the year and at the end of the year by the management. In our opinion frequency of such verification is reasonable.

b) The procedure of physical verification of inventory followed by the management is, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

c) Quantitative records have been maintained for Raw Materials & Finished Goods produced. As confirmed by management no material discrepancies were noticed on physical verification.

iii) a) The Company has not taken from/granted any (secured or unsecured) loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

b) As Company has not taken from/granted loans apart from transactions on current account para iii(b), iii(c), iii(d) of the order is not applicable.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered into the register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered into the register in pursuance of Section 301 of the Act and exceeding the value of Rs. 5 Lacs 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.

vi) In our opinion and according to information and explanation given to us, the Company has not accepted deposits from the public as per Companies (Acceptance of Deposits) Rule of 1975 and as per provisions of Section 58A and 58AA of the Companies Act, 1956.

vii) In our opinion the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) The Company is maintaining cost records as prescribed by Central Government under Section 209(1)(d) of the Companies Act 1956.

ix) a) According to information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, Custom duty, Excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, there is sum of Rs. 5.93 lacs outstanding for Excise duty, which have not been deposited on account of dispute for which appeal is pending.

x) There are no accumulated losses of the Company at the end of the year. The Company has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us and as confirmed by management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv) According to information and explanations given to us the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company and as confirmed by management, we report that the term loans were applied for the purpose for which the loans were obtained.

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

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

xix) No debentures have been issued during the year by the Company.

xx) No money has been raised by public issue during the year.

xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.K.Bansal &Co., Chartered Accountants

S.K.Bansal

Partner

Membership No:013147

FRN 002222N

Place:Chandigarh Dated:June 29,2010