Auditor Report of Welcure Drugs & Pharmaceuticals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Welcure Drugs & Pharmaceuticals Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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, relevantto 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 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatements of the financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevantto the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. 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, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting prin- ciples generally accepted in India, of the state of affairs of the Com- pany as at 31 st March, 2015, and its profit and its 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, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 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 it appears from our examination of those books;

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on 31 st 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.

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

i, The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in of our Report of even date)

(i) The Company has not owned fixed assets during the year. Accordingly, clause 3(i) of the Companies (Auditor's Report) Order, 2015 is not applicable to the company.

(ii) The Company has not held any stock during the year. Accordingly, clause 3(ii) of the Companies (Auditor's Report) Order, 2015 is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Since there are no such loans, therefore clauses 3(iii)(a) and (b) of the Companies (Auditor's Report) Order, 2015 are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of the business with regard to services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) According to the information and explanations given to us, the company has not accepted deposits,therefore clause 3(v) of the Companies (Auditors Report) Order, 2015 is not applicable.

(vi) According to the information and explanations given to us, this clause relating to maintenance of cost records is not applicable to company as no production activities are carried out by the Company during the year.

(vii) (a) According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other statutory dues applicable to it According to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2015 for a period of more than six months from the date they became payable.

(b) According to the information and ex planation given to us, there are no dues of income ta x, and other statutory dues, which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) According to the information provided to us, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash loss during the financial year covered by our audit and also not incurred any loss in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not taken any amount from a financial institution, bank or debentureholders during the year, therefore clause 3(ix)of the Companies (Auditors report) Order, 2015 is not applicable.

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

(xi) According to the information and explanations given to us, the Company did not avail any term loan during the year.

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

For MK.Goswarri&Co. Chartered Accountants (FRNo. 02305N) Virender Kumar Gupta (MNo.084450) Partner

Place: Delhi Date: 27.04.2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Welcure Drugs & Pharmaceuticals Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial State- ments

Management is responsibleforthe preparation of these financial state- ments that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Ac- counting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevantto the preparation and presentation ofthefinancial statements that give a trueandfairviewandarefreefrom material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial state- ments based on our audit. We conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require thatwe comply with ethical requirements and plan and perform the audit to obtain rea- sonable assurance about whether the financial statements arefreefrom 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 judgement, including the assessment of the risks of material misstatements ofthefinancial statements, whether due to fraud or error, in making those risk assessments, the auditorconsiders internal control relevantto the Company''s preparation and fair presentation ofthefinancial state- ments in order to design audit procedures that are appropriate in the circumstances, but notforthe purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by man- agement, as well as evaluating the overall presentation ofthefinancial 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 Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

(bb)The Company does not have any branch office(s), therefore is not required to appoint any separate branch auditor/s:

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act; and

(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 AUDITORS'' REPORT (Referred to our Report of even date)

(i) The Company has not owned fixed assets during the year. Accordingly, clause

4 (i) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(ii) The Company has not held any stock during the year. Accordingly, clause

4 (ii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(iii) The Company has not granted/ taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Since there are no such loans, the other clause 4(iii) (b) and (c) not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business with regard to services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In our opinion and according to the information and explanations given to us, the company has not dealt for the transactions that need to be entered into the register maintained under Section 301 of the Companies Act 1956.

(vi) According to the information and explanations given to us, the company has not accepted deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, this clause relating to maintenance of cost records is not applicable to company as no production activities are carried out by the Company during the year.

(ix) (a)According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us,

there are no dues of income tax, and other statutory dues, which have not been deposited on account of any dispute.

(x) According to the information provided to us, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash loss during the financial year covered by our audit and also not incurred any loss in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not taken any loan from a financial institution, bankordebentureholders during the year.

(xii) 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.

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

(xiv) As per information provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

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

(xvi) According to the information and explanations given to us, the Company did not avail any term loan during the year.

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

(xviii)According to the information and explanation 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) According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures and not created any security or charge for the same.

(xix) According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money by public issue.

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

For M.K. Goswami & Co.

Chartered Accountants

(FRNO.02305N)

Place: Delhi Virender Kumar Gupta

Date-.21.04.2014 PartnerM.No.084450

---

Mar 31, 2013

We have audited the accompanying financial statements of Welcurme Drugs & Pharmaceuticals Limited (''the Company"), which comprise the Balance Sheet as at March 31,2013, and the statement of Prattle anti Less anti Cash Flow Statement for the year then ended, and a summary of significant accounting policies anal cither explanatory information.

Management is responsible term the preparation of these financial statements that give a true anti fair view at the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to ran sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act"), This responsibly includes the design, implementation and maintenance el 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.

Our responsibility is to express an opinion en these financial statements based on our audit We conducted our audit in accordance with Standards en Auditing Issued by the Institute of Charterer! Accountants el 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 misstatements to the financial statements, whether due to fraud or error, in malting those risk assessments, the auditor considers internal control relevant to the Company''s preparabon 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, in our opinion anti to the best of our information and according to the explanations given to us. the financial statements alive the information retoured

by the Act in the manner so required anti give a true anti fair view in conformity with the accounting principles guaranty accepted in India:

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

(b) In the case of the Statement of Profit anti Less, of the profit for the year ended on that date; and

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

1. As required by the Companies (Auditors Report) Or tier, 2003 ("the Order''), as amended, issued by the Central Government of India m terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Art, 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 eurepinien, proper books to account as required by law have beer kept by the company so far as appears from our examination of those books;

(c) The Balance Sheet. Statement of Profit and Less, and Cash Row Statement dealt with by this report are in agreement with the books account,

(d) In our opinion, the Balance Sheet. Statement of Profit aid Less, and Cash Row Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to our Report of even date)

(i) The Company has not owned fixed assets during the year Accordingly, clause 4 (i) of the Companies (Auditors Report) Order, 29D3 is not applicable to the company.

(ii) The company has not held any stock during the year. Accordingly, Clause 4 (ii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company.

(iii) The Company has not granted/ taken any loans, secure or unsecured to/ from companies, firms or ether parties covered in the register maintained under section 301 of the Companies Act 1956. Since there are no such loans, the other clause 4(iii) (b) and (c) not applicable

(iv) in euro opinion and according to the intimation and explanations giver to us. there are adequate internal control procedures commensurate with the size of the Company and the nature of the business with regard to services. During the course of our audit we have not observed any con tinning failure to correct major weakness In Internal controls.

(v) In our opinion anti according to the Information andopianations given to usher company has not dealt for the transitions not need to be entered into tie register maintained under Section 301 of the Companies Act 1956.

(vi) According to the information and explanations given to us, the company has not accepted deposits from the tibia.

(vii)tan our opinion, the Company has an internal audit system commensurate with the size and nature to its business.

(viii)According to the information and explanations given to us, this clause relating to maintenance to cast records is not applicable to company as no production activities are earned out by the Company during the year.

(i x) (a)According to the reformation and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other statutory dues applicable to it.

(b)Accord to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2013 leer a period to more than six menthes from the date they became payable,

(c According to the information and explanation given to us, there e are no dues of income tax. anti other statutory dues, which have net been deposited on account of any dispute.

(x) According to the information provident to us. the accumulate!! losses of the company are more than fifty percent of its net worth. The company has not incurred cash loss during the financial year covered by our audit tout incurred Rs. 31,85,463/- in the immediately preceding financial year.

(xl) According to the information anti explanations given to us, the company has not taken any loan from a financial institution, bank or departure holders luring the year.

(xii) According to the information anti explanations given to us, the company has not granted loans and advances eat the basis to security by way of pledge of shares, debentures anti other securities.

(xiii)in own Brinton, the company is not a charactor Alight /mutual benefit foci society. Therefore, clause 4(xlii) of the Companies (Auditor''s Report) Order, 2003 Is not applicable to the company.

(x iv)As per Information provided to us, the company to not dealing in or trading in shares, scribes, debentures anti other Investments. Accordingly, clause 4(xiv) to the Companies (Auditor''s Report) Order, 2003 is not applicable to the company

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

(xvl)According lo the Information and explanations given to us, the Company Hid not avail any term lean during the year,

(xvii) Accor tying to the information and explanation given to tie and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) Accor tying to the information and explanation given to us, the company has not made preferential Aimer of shares to parties and companies covered in the raster maintained under section 301 to the Companies Act, 1956.

(xix) Accor dug to the formalin and explanation often to us, during tie period covered by our audit report, the company has not issued any debentures and rot created any security or charge for If same.

(xtx)According to the information anti explanation given to us, During the oared covered by our audit report the company has not raised any money by public issue.

(xx)Accor den to the information and explanation given to us, no fraud on err by the company has been noticed or reported touring the course to our audit

Fer M.K. Bomml A Co.

Chartered Accountants

(FRNe. 023Q5N)

Place: New Delhi Vtender Kumar Gupta

Date: 27.04.2D13 partner (MNe.0B4450)

---

Mar 31, 2012

We have audited the attached Balance Sheet of Welcure Drugs & Pharmaceuticals Limited, as at 31st March, 2012, and also the Profit and 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. 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 state- mentis 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.

As required by the Companies (Auditor's Report) Order 2003, and amended by the Companies (Auditors Report)(Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 3 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 purpose 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 and 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 and 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;

(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 3151 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) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with Significant Accounting Policies and additional information's 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; .

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

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

ANNEXURETO THE AUDITORS'REPORT

(Referred to in Paragraph 3 of our Report of even date)

(i) The Company has not owned fixed assets during the year. Accordingly, clause 4 (i) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

(ii) The Company has not held any stock during the year. Accordingly, clause 4 (ii) of the Companies (Auditor's Report) Order, 2003 is not applicable To the company.

(iii) The Company has not granted/taken any loans, secured or unsecured, to from companies, firms or other parties covered in the register maintained under section301 of the Companies Act, 1956. Since there are no such loans, the other clause 4(iii) (b) and (c) not applicable.

(iv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered in to transactions with regard to purchases of inventory and fixed assets and for the sale of goods and services. Accordingly, clause 4(iv) of the Companies (Auditor's Report) order, 2003 is not applicable to the company.

(v) In our opinion and according to the information and explanations given to us, the company has not dealt for the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(vi) According to the information and explanations given to us, the company has not accepted deposits from the public.

(vii) in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, this clause relating to maintenance of cost records is not applicable to company as no production activities are carried out by the Company during the year.

(ix) (a)According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employee's state insurance, income tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of income tax, and other statutory dues, which have not been deposited on account of any dispute.

(x) According to the information provided to us, the accumulated losses Of the company are more than fifty percent of its net worth. The company has incurred a cash loss of Rs. 31,85,483/- during the financial year covered by our audit and Rs. 10,88,424/- in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not taken any loan from a financial institution, bank or debenture holders during the year.

(xii) 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.

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

(xiv)As per information provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

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

(xvi)According to the information and explanations given to us, the Company did not avail any term loan during the year.

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

(xviii)According to the information and explanation 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 Companies Act, 1956.

(xix)According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures and not created any security or charge for the same.

(xix) According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money by public issue.

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

For M.K.Goswami & Co.

Chartered Accountants

Place: New Delhi (FRNo. 02305N)

Date: 27.04.2012 Virender Kumar Gupta

Partner (MNo.084450)

---

Mar 31, 2011

We have audited the attached Balance Sheet of Welcure Drugs & Pharmaceuticals Limited, as at 31st March, 2011, and also the Profit and 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.

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 sig- nificant 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.

As required by the Companies (Auditors Report) Order 2003, and amended by the Companies (Auditors Report)(Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 3 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 purpose 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 and Loss account and Cash Row Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and 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;

(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) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes to 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:

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

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our Report of even date)

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

(b) As explained to us. the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verifications.

(c) According to the information and explanations given to us, the Company has disposed off its total assets-gross block of Rs. 79599 Lacs (Previous Years Rs. 98.90 Lacs) as the management has decided to close down the manufacturing unit of the Company. Due to such disposal of entire fixed assets of the company, the concept of going concern is no more applicable to the company.

(ii)(a) We are informed that the inventory has been physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanations given to us, the procedures of physical verification of inventones followed by the management appear reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The company is maintaining proper records of inventory. We are informed that the discrepancies noticed on verification between the physical stocks and the book records were not material and wherever necessary have been property dealt with in the books of account by the Company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. The Company had not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount of interest free loan, as opening balance taken from the erstwhile subsidiary company was Rs. 51.00 Lacs (Previous Year Rs. 52.32 Lacs) and Rs. 25.50 Lacs has been repaid during the year and balance amount of Rs. 25.50 Lacs has been written back in full & final settlement with the erstwhile subsidiary company. The closing balance at the end of the year was Rs. Nil (Previous Year Rs. 51.00 Lacs). In our opinion, the terms and conditions on which above loan had been taken from erstwhile subsidiary company were not prima facie, prejudicial to the interest of the Company.

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

(v) In our opinion and according to the information and explanations given to us, the company has not dealt for the transactions that need to be entered into the register maintained under Section 301 of the Companies Act. 1956.

(vi) According to the information and explanations given to us, the company has not accepted deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, this clause relating to maintenance of cost records is not applicable to company as no production of own goods has taken place at Bhiwadi factory during the year.

(ix)(a)According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees

state insurance, income tax, sales tax, excise duty, service tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax. excise duty and other statutory dues which have not been deposited on account of any dispute.

(x) According to the information provided to us, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred a cash loss of Rs. 11.75 Lacs during the financial year covered by our audit and Rs. 21.95 Lacs in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

(xii) 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.

(xiii) In our opinion, the company is not a chit fund /nidhi /mutual ben- efit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

(xiv) As per information provided to us. the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

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

(xvi) According to the information and explanations given to us, the Company did not avail any term loan during the year.

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

(xviii) According to the information and explanation 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 Companies Act, 1956.

(xviii) According to the information and explanation given to us. during the period covered by our audit report, the company has not issued any debentures and not created any security or charge for the same.

(xix) According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money by public issue.

(xx) According to the information and ex planation given to us. no fraud on or by the company has been noticed or reported during the course of our audit.

For M.K. Goswami & Co. Virendra Kumar Gupta Chartered Accountants Partner (MNO.084450) (FRNo. 02305N) Place : New Delhi Date : 10.05.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of WELCURE DRUGS & PHARMACEUTICALS 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. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order 2003, and amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph 3 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 purpose 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 Row Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit and 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;

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

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

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



ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our Report of even date)

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

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verifications.

(c) According to the information and explanations given to us, the Company has disposed off a part of its old fixed assets amounting to Rs. 98.90 Lacs-gross block (Previous Year Rs. 1.55 Lacs).Considering the working note, certificate from expert and nature of the fixed asset disposed off, such sale is not substantial, and hence the going concern is not affected.

(ii) (a) We are informed that the inventory has been physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management appear reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The company is maintaining proper records of inventory. We are informed that the discrepancies noticed on verification between the physical stocks and the book records were not material and wherever necessary have been property dealt with in the books of account by the Company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. According to the information and explanation given to us, the company has taken loan from A.K. Laboratories Ltd, subsidiary company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved duringthe year was Rs. 52.32 Lacs (Previous Year Rs. 52.00 Lacs) and the year-end balance of loan taken from such party was Rs. 51.00 Lacs (Previous Year Rs. 51.00 Lacs). The rate of interest and other terms & conditions on which loan has been taken, are not prima facie prejudicial to the interest ot the company. There is no overdue amount in respect of loan and interest thereon.

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

(v)(a) In our opinion and according to the information and explanations given to us, the particulars of transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and having regard to our comments in paragraph (v)(a) above, and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time where such prices are available.

(vi) According to the information and explanations given to us, the company has not accepted deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed integrated system of maintaning cost and financial accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act ,1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix)(a) According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, excise duty, service tax & other statutory dues applicable to it

(b) According to the information and explanations given to us, no amounts in respect of above were in arrears as at 31.03.2010 for a period of more than six months from the date they became payable.

(c) According to the information & explanation given to us, there are no dues of Sales Tax, Income Tax, Excise Duty & other statutory dues, which have not been deposited on account of any dispute.

(x) According to the information provided to us, the accumulated losses of the company are more than fifty percent of its net worth. The Company has incurred cash loss of Rs. 21.95 Lacs during the financial year covered by our audit and Rs.152.81 Lacs in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

(xii) 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.

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

(xiv) As per information provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

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

(xvi) According to the information and explanations given to us, the Company did not avail any term loan during the year.

(xvii) According to the information and explanation given to us and on an overall examination of tie balance sheet of the company, we report that during the year capital expenditure on the additions to the Fixed assets of Rs. 0.37 Lacs (Previous Year Rs. 5.90 Lacs) has been met by utilizing the cash credit limits availed by the Company and party by sale of its assets.

(xviii) According to the information and explanation 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 tie Company Act 1956.

(xix) According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures and not created any security or charge for the same.

(xx) According to the information and explanations given to us, during the period covered by our audit report, the company has not raised any money by public issues.

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



For GAUBA, GAUBA & ASSOCIATES

Chartered Accountants

Place: New Delhi. I. M. GAUBA

Date: 28.04.2010 Partner

M. No. 84487