Auditor Report of Soni Medicare Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/S. SONI MEDICARE LIMITED (the company), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for The Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

Report on Other Legal and Regulatory Requirements

1. on the matters specified As required by the Companies (Auditor's report) order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. 1956, we enclose in the annexure statement in paragraph 4 & 5 of the said order to the extent applicable.

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

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

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

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

d) in our opinion, the Balance Sheet and Statement of Profit and Loss, comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31ST MARCH, 2014.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2014 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. 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. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Ashok Kumar Tambi) Dated : 30.05.2014 Partner M.No. 74100

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Mar 31, 2013

We have audited the attached Balance Sheet of SONI MEDICARE LIMITED as at 31st March, 2013 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

1. This Report include the matter specified in the paragraph 4(i) to 4(xvi) of the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, as the same applicable on the company under clause 2(iv) of the said Order, we enclose in the annexure, a statement on the matters specified in above paragraph.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

(c) The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit & Loss Account dealt with by this report the company comply with the Accounting Standards as referred in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of representations made by the Directors of the Company and taken on record by the Board of Directors of the Company, we report that none of the directors of the company are disqualified as on 31st March 2007 from being appointed as a director of the Company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss account, read together with Significant Accounting Policies and Notes to Accounts, the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) In so far it relates to case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013;

(ii) In so far it relates to the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR’S REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31st MARCH, 2013.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The company has provided Corporate Guarantee for Rs.350.41lacs in favour of State Bank of Bikaner & Jaipur, State Bank of India and IDBI Bank Ltd. for securing loans provided by banks to Soni Hospitals Pvt. Ltd., an associate concern. However, the terms and conditions thereof are not prejudicial to the interest of the company.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. 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. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Manish Lalwani) Dated : 28.08.2013 Partner M.No. 407348

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Mar 31, 2012

We have audited the attached Balance Sheet of SONI MEDICARE LTD., JAIPUR as at 31st March, 2012 and the Profit & Loss Account and cash flow statement of the Company 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 and opinion on these Financial Statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003 issued by the 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. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

(c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet and the Profit & Loss Account are in compliance with the mandatory Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 in so far as they apply to the Company;

(e) In our opinion, and to the best of our information and according to the explanations given to us, none of the directors of the Company are disqualified from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012; and

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

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31st MARCH, 2012.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The company has provided Corporate Guarantee for Rs.350.41lacs in favour of State Bank of Bikaner & Jaipur, State Bank of India and IDBI Bank Ltd. for securing loans provided by banks to Soni Hospitals Pvt. Ltd., an associate concern. However, the terms and conditions thereof are not prejudicial to the interest of the company.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. 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. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Ashok Kumar Tambi) Dated : 11.8.2012 Partner