Auditor Report of Raymed Labs Ltd.

Mar 31, 2014

1) I have audited the attached Balance Sheet of RAYMED LABS LIMITED as at 31st March 2014 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. My responsibility is to express an opinion on these financial statements based on my audit.

2) I have conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 and the Companies (Auditor''s Report) (Amendment) order 2004 issued by the Central Govt. of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said Order.

4) In respect of Note 2.1 of Schedule 21 (Significant Accounting Policies and Notes to Account) in relation to balances of sundry debtors, sundry creditors, loans & advances and unsecured loans, owing to the inability to obtain confirmations and reconciliations, I am unable to opine as to the fairness of the amounts depicted as sundry debtors, loans & advances, sundry creditors and unsecured loans, as also to their being good and recoverable/due.

5) Further to my comments in the annexure to the paragraph 3 above, and subject to my observations given in the preceding paragraphs above, I report that:

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

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

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

d) In my opinion the Profit and Loss Account, Balance Sheet and the 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.

e) In my opinion and to the best of my information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: -

i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March, 2014, and

ii) In the case of Profit and Loss Account, of the Loss of the Company for the year on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2014

1) IN RESPECT OF ITS FIXED ASSETS

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

b) As explained to me, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in my opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed and reported, by the management, on such physical verification.

c) In my opinion, the company has not disposed of substantial part of fixed assets during the year and as a result the going concern status of the company is not affected.

d) The company has sold part of its assets, but the ongoing concern of the company is not affected as the factory is still on rent from Mr. Ajai Goyal, the promoter.

2) IN RESPECT OF ITS INVENTORIES

a) As explained to me, by the management, inventories have been physically verified by the management at regular intervals during the year, however there is no inventory in hand at closing of financial year.

b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) IN RESPECT OF LOANS

In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

a) All unsecured loans are from promoter group, either individually or from their partnership firm.

b) The company has not granted any loan to any Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

c) In my opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of the audit, I have not observed any major weaknesses in internal controls.

5) RELATED PARTY TRANSACTIONS

In respect of transactions covered under section 301 of the Companies Act, 1956;

a) In my opinion and according to the information and explanations given to me, no transactions were made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

b) The company has not granted any loan to any companies, firms or other parties covered in register maintained under sec 301 of the Companies Act, 1956.

6) In my opinion and according to information and explanation given to me, the company has not accepted any deposits from the public.

7) In my opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8) The central government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, in respect of manufacturing activities of the Company.

9) IN RESPECT OF STATUTORY DUES

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except:

i) The cases of Sales/VAT Tax for the financial years 2011-2012 and 2012-2013 are pending with the Assessing Authorities.

b) There are no disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

10) The company had accumulated losses of Rs. 5,93,66,555/- up to the end of the last Financial Year (2012-13) and has earned a loss during the Financial Year 2013-14 of Rs. 4,92,457/-.

11) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) In my opinion and according to the information and explanation give to me, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13) The company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society. Therefore, clause (xiii) of Section 4 of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

14) The company is not a securities or investment trading company therefore the applicability of clause (xiv) of Section 4 of Companies (Auditor''s Report) Order 2003, insofar as relates to maintenance of proper records of transactions and contracts in respect of trading in securities, debentures and other investments is not applicable. The company has no investments in shares, debentures and other investments have been held by the company in its own name.

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

16) According to the information and explanations given to me, that the Company has not raised a new term loan during the financial year.

17) According the information and explanations given to me, and on an overall examination of the Balance Sheet of the Company, I are of the opinion that the company has not utilized short term sources towards repayment of long-term borrowings and acquisition of fixed assets.

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

19) The company has not issued debentures during the year.

20) The company has not raised any money by way of public issue during the year.

21) According to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially misstated.

Place: Saharanpur Date: 12/05/2014 Sd/- Deepak Gupta Chartered Accountant Membership No. 74641

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Mar 31, 2013

1) I have audited the attached Balance Sheet of RAYMED LABS LIMITED as at 31st March 2013 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. My responsibility is to express an opinion on these financial statements based on my audit.

2) I have conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 and the Companies (Auditor''s Report) (Amendment) order 2004 issued by the Central Govt. of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said Order.

4) In respect of Note 2.1 of Schedule 21 (Significant Accounting Policies and Notes to Account) in relation to balances of sundry debtors, sundry creditors, loans & advances and unsecured loans, owing to the inability to obtain all the confirmations and reconciliations, I am unable to opine as to the fairness of the amounts depicted as sundry debtors, loans & advances, sundry creditors and unsecured loans, as also to their being good and recoverable/due.

5) Further to my comments in the annexure to the paragraph 3 above, and subject to my observations given in the preceding paragraphs above, I report that:

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

b) In my opinion, proper books of accounts (as required by law) have been kept by the Company so far as appears from my examination of those books;

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

d) In my opinion the Profit and Loss Account, Balance Sheet and the 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.

e) In my opinion and to the best of my information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March, 2013,

ii) In the case of Profit and Loss Account, of the Loss of the Company for the year on that date, and iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2013

RAYMED LABS LIMITED

1) IN RESPECT OF ITS FIXED ASSETS

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

b) As explained to me, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in my opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed and reported, by the management, on such physical verification.

c) In my opinion, the company has not disposed of substantial part of fixed assets during the year and as a result the going concern status of the company is not affected

2) IN RESPECT OF ITS INVENTORIES

a) As explained to me, by the management, inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) IN RESPECT OF LOANS

In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

a) The company has taken loans from Companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Mr Arun Goyal, member of promoter group, has sold all his shares, thus he is no longer a shareholder, and unsecured loan given by him to company has been shown as unsecured loan from Promoter Group.

b) The company has not granted any loan to any Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

c) In my opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of the audit, I have not observed any major weaknesses in internal controls.

5) RELATED PARTY TRANSACTIONS

In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In my opinion and according to the information and explanations given to me, no transactions were made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

b) The company has not granted any loan to any companies, firms or other parties covered in register maintained under sec 301 of the Companies Act, 1956.

6) In my opinion and according to information and explanation given to me, the company has not accepted any deposits from the public.

7) In my opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8) The central government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, in respect of manufacturing activities of the Company.

9) IN RESPECT OF STATUTORY DUES:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except:

i) The cases of Sales Tax for the financial years 2002-03, 2003-2004, 2004-2005, 2010-2011 and 2011- 2012 are pending with the Appellate/Assessing Authorities.

b) There are no disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

10) The company had accumulated losses of Rs. 5,87,10,490.23 up to the end of the last Financial Year (2011-12) and has earned a loss during the Financial Year 2012-13 of Rs. 6,56,065.51

11) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) In my opinion and according to the information and explanation give to me, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13) The company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society. Therefore, clause (xiii) of Section 4 of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

14) The company is not a securities or investment trading company therefore the applicability of clause (xiv) of Section 4 of Companies (Auditor''s Report) Order 2003, insofar as relates to maintenance of proper records of transactions and contracts in respect of trading in securities, debentures and other investments is not applicable. The company has no investments in shares, debentures and other investments have been held by the company in its own name.

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

16) According to the information and explanations given to me, that the Company has not raised a new term loan during the financial year.

17) According the information and explanations given to me, and on an overall examination of the Balance Sheet of the Company, I are of the opinion that the company has not utilized short term sources towards repayment of long-term borrowings and acquisition of fixed assets.

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

19) The company has not issued debentures during the year.

20) The company has not raised any money by way of public issue during the year.

21) According to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

Sd/-

Deepak Gupta

Place :SAHARANPUR Chartered Accountant

Dated: 07/05/2013 Membership No. 74641

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Mar 31, 2012

1) I have audited the attached Balance Sheet of RAYMED LABS LIMITED as at 31st March 2012 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. My responsibility is to express an opinion on these financial statements based on my audit.

2) I have conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation.

I believe that my audit provides a reasonable basis for my opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) order 2004 issued by the Central Govt. of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said Order.

4) In respect of Note 2.1 of Schedule 12 (Significant Accounting Policies and Notes to Account) in relation to balances of sundry debtors, sundry creditors, loans & advances and unsecured loans. Owing to the inability to obtain confirmations and reconciliations, I am unable to opine as to the fairness of the amounts depicted as sundry debtors, loans & advances, sundry creditors and unsecured loans, as also to their being good and recoverable/due.

5) Further to my comments in the annexure to the paragraph 3 above, and subject to my observations given in the preceding paragraphs above, I report that:

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

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

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

d) In my opinion the Profit and Loss Account, Balance Sheet and the 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.

e) In my opinion and to the best of my information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 , in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March 2012, and

ii) In the case of Profit and Loss Account, of the Loss of the Company for the year on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2012 RAYMED LABS LIMITED

1) IN RESPECT OF ITS FIXED ASSETS

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

b) As explained to me, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in my opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed and reported, by the management, on such physical verification.

c) In my opinion, the company has not disposed of substantial part of fixed assets during the year and as a result the going concern status of the company is not affected.

2) IN RESPECT OF ITS INVENTORIES

a) As explained to me, by the management, inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) IN RESPECT OF LOANS

In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

a) The company has taken loans from Companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

b) The company has not granted any loan to any Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

c) In my opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of the audit, I have not observed any major weaknesses in internal controls.

5) RELATED PARTY TRANSACTIONS

In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The company has not granted any loan to any companies, firms or other parties covered in register maintained under sec 301 of the Companies Act, 1956.

6) In my opinion and according to information and explanation given to me, the company has not accepted any deposits from the public.

7) In my opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8) The central government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, in respect of manufacturing activities of the Company.

9) IN RESPECT OF STATUTORY DUES:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable except:

i) The cases of Sales Tax for the financial year from 2002-03, to F Y 2010-2011 are pending with the Assessing /Appellate Authorities.

ii) Income Tax Returns for the financial years from FY 2006-2007 to FY 2010-2011 have not been filed.

b) There are no disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

10) The company had accumulated losses of Rs. 5,87,10,490.23 up to the end of the last Financial Year (2010-11) and has earned a loss during the Financial Year 2011-12 of Rs. 6,57,755.00

11) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) In my opinion and according to the information and explanation give to me, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13) The company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society. Therefore, clause (xiii) of Section 4 of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14) The company is not a securities or investment trading company therefore the applicability of clause (xiv) of Section 4 of Companies (Auditor's Report) Order 2003, insofar as relates to maintenance of proper records of transactions and contracts in respect of trading in securities, debentures and other investments is not applicable. The company has no investments in shares, debentures and other investments have been held by the company in its own name.

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

16) According to the information and explanations given to me, that the Company has not raised a new term loan during the financial year.

17) According the information and explanations given to me, and on an overall examination of the Balance Sheet of the Company, I are of the opinion that the company has not utilized short term sources towards repayment of long-term borrowings and acquisition of fixed assets.

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

19) The company has not issued debentures during the year.

20) The company has not raised any money by way of public issue during the year.

21) According to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

-Sd-

Deepak Gupta

Place : SAHARANPUR Chartered Accountant

Dated : 06/08/2012 Membership No. 74641

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Mar 31, 2010

1) I have audited the attached Balance Sheet of RAYMED LABS LIMITED as at 31st March 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. My responsibility is to express an opinion on these financial statements based on my audit.

2) I have conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3) As required by the Companies(Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) order 2004 issued by the Central Govt. of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said Order.

4) In respect of Note 2.1 of Schedule 14 (Significant Accounting Policies and Notes to Account) in relation to balances of sundry debtors, sundry creditors, loans & advances and unsecured loans. Owing to the inability to obtain confirmations and reconciliations, I am unable to opine as to the fairness of the amounts depicted as sundry debtors, loans & advances, sundry creditors and unsecured loans, as also to their being good and recoverable/due.

5) Further to my comments in the annexure to the paragraph 3 above, and subject to my observations given in the preceding paragraphs above, I report that:

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

b) In my opinion, proper books of accounts as required by law have been kept by the company so far as appears from my examination of those books.

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

d) In my opinion the Profit and Loss Account, Balance Sheet and the 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.

e) On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the Board of Directors, I report that directors are disqualified as on 31st March 2010 from being appointed as a directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In my opinion and to the best of my information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet of the State of affairs of the Company as at 31st March 2010, and

ii) In the case of Profit and Loss Account, of the Loss of the Company for the year on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2010 RAYMED LABS LIMITED

1) IN RESPECT OF ITS FIXED ASSETS

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

b) As explained to me, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in my opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed and reported, by the management, on such physical verification.

c) In my opinion, the company has not disposed of substantial part of fixed assets during the year and as a result the going concern status of the company is not affected.

2) IN RESPECT OF ITS INVENTORIES

a) As explained to me, by the management, inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventories. As explained to me, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) IN RESPECT OF LOANS

In respect of loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

a) The company has taken loans from Companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

b) The company has not granted any loan to any Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956.

c) In my opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

4) In my opinion and according to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. During the course of the audit, I have not observed any major weaknesses in internal controls.

5) RELATED PARTY TRANSACTIONS

In respect of transactions covered under section 301 of the Companies Act, 1956;

a) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The company has not granted any loan to any companies, firms or other parties covered in register maintained under sec 301 of the Companies Act, 1956.

6) In my opinion and according to information and explanation given to me, the company has not accepted any deposits from the public.

7) In my opinion, the internal audit system of the company is commensurate with its size and nature of its business.

8) The central government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, in respect of manufacturing activities of the Company.

9) IN RESPECT OF STATUTORY DUES

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable except:

i) The cases of Sales Tax for the financial year 2002-03, 2003-04, 2004-05, 2005-06. 2006-07, 2007-08, 2008-09 are pending with the Assessing /Appellate Authorities.

ii) Income Tax Returns for the FY2006-2007, FY2007-2008 and FY 2008- 2009 have not been filed.

b) There are no other disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

10) The company had accumulated losses of Rs. 5,82,63,516 up to the end of the last Financial Year (2008-09) and has earned a profit during the Financial Year 2009- 10 of Rs. 70,523.

11) Based on my audit procedures and according to the information and explanations given to me, I am of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) In my opinion and according to the information and explanation give to me, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13) The company is not a chit fund or a Nidhi / Mutual Benefit Fund/ Society. Therefore, clause (xiii) of Section 4 of the Companies (Auditors Report) Order 2003 is not applicable to the company.

14) The company is not a securities or investment trading company therefore the applicability of clause (xiv) of Section 4 of Companies (Auditors Report) Order 2003, insofar as relates to maintenance of proper records of transactions and contracts in respect of trading in securities, debentures and other investments is not applicable . The company has no investments in shares, debentures and other investments have been held by the company in its own name.

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

16) According to the information and explanations given to me, that the Company has not raised a new term loan during the financial year.

17) According the information and explanations given to me, and on an overall examination of the Balance Sheet of the Company, I are of the opinion that the company has not utilized short term sources towards repayment of long-term borrowings and acquisition of fixed assets.

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

19) The company has not issued debentures during the year.

20) The company has not raised any money by way of public issue during the year.

21) According to the information and explanations given to me, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

-Sd-

Deepak Gupta

Chartered Accountant

Membership No. 74641

Place : SAHARANPUR

Dated : 01-09-2010