Auditor Report of Zenith Healthcare Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Zenith Healthcare Ltd ("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 judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

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

"An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls 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 the 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 principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 Profit and Loss Statement, 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 the written representations received from the directors as on March, 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 has not any pending litigations on its financial position in its financial statements.

ii) The company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any.

Referred to in paragraph 1 of the Independent Auditor's report of even date to the members of Zenith Healthcare Limited on the financial statements as of and for the year ended March 31, 2015.

1.

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

b) Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as with the book of record.

2.

a) The inventory excluding stocks in transit has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

3.

a) 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. Hence, the question of receipt of the principal amount and interest does not arise.

b) 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. Hence, the question of overdue amount does not arise.

4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weakness in the aforesaid internal controls.

5. The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Companies Act, 2013 rules framed there under.

6. We have broadly reviewed, the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed sub section (1) of section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7.

a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of profession tax, service tax, TDS, excise duty, provident fund, custom duty, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, purchase tax, entry tax, municipal tax and other material statutory dues applicable, with the appropriate authorities.

b. According to the information and explanation given to us, and the records of the Company examined by us, there is no disputed tax or statutory dues as on 31.03.2015.

c. According to the information and explanation given to us, there is no declaration of dividend during the financial year 2014-15 by the Company; hence the question of transferring amount to investor education and protection fund does not arise.

8. According to the information and explanation given to us and the records of the Company examined by us, the Company has no accumulated losses at the ended of the financial year and it has incurred cash loss in immediately preceding financial year of Rs. 16.60 lakhs.

9. According to the records of the Company examined by us and the information and explanation given to us, the Company has no dues to financial institution or banks or debentures holders as at balance sheet date.

11. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

12. According to the information and explanation given to us, the Company has not taken any term loan from any bank or financial institution.

13. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have been informed any such case by the management.

For Jayesh R. Mor & Co. Chartered Accountants

Firm No. 122056W

[Jayesh R. Mor]

PLACE : AHMEDABAD

DATE : 29.05.2015 Proprietor

Membership No. 37941

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Mar 31, 2014

We have audited the accompanying financial statements of Zenith Healthcare Ltd ("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, which we have signed under reference to this report.

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, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 and other applicable authoritative pronouncements 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 entity''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 accompanying 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 loss 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'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanations given to us, 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.

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 notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph 1 of the Independent Auditor''s report of even date to the members of Zenith Healthcare Limited on the financial statements as of and for the year ended March 31,2014.

1.

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

b. Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the book of record.

c. In our opinion, the Company has not disposed off substantial fixed assets during the year and the going concern status of the Company is not affected.

2.

a. The inventory excluding stocks in transit has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion, 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. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books records were not material.

3.

a. The Company has granted unsecured loans, to firm covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and year-end balance of such loans aggregated to Rs. 3.05 Lakhs and 3.05 Lakhs, respectively. The Company has not granted any secured/unsecured loans to Companies covered in the register maintained under Section 301 of the Act.

b. In our opinion, and explanation given to us the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

c. In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

d. In respect of the aforesaid loans, there is no overdue amount.

e. According to information and explanation given to us and record produced to us for verification the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provision of Clause (iii)(e) and (g) of the said Order are not applicable to the Company.

4. In our opinion, and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information explanation given to us, we have neither come across, nor have been informed of, any continuing failure to correct major major weakness in the aforesaid internal controls.

5.

(a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangement that need to be entered into the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion, according to the information and explanations given to us, the transactions made in of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any during the year have been made at prices which having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA of the Companies Act rules framed there under.

7. In our opinion the Company has an internal audit system, with its size and nature of its business.

8. We have broadly reviewed, the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9.

a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of profession tax, services tax, TDS, excise duty, provident fund, custom duty investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, purchase tax, entry tax, municipal tax and other material statutory dues applicable, with the appropriate authorities.

b. According to the information and explanation to us, and the records of the Company examined by us, there is no disputed tax or statutory dues as on 31.03.2014.

10. The Company has no accumulated losses at the ended of the financial year and it has incurred cash losses of Rs. 16.60 Lakhs in the financial year ended on that date and in the immediately preceding financial year there is no cash loss.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has no dues to financial institution or banks or debenture holders as at balance sheet date.

12. In our opinion, 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 the provisions of any statute applicable to chit fund /nidhi/mutual benefit fund/societies are not applicable to the Company the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loan from any Bank or financial institution.

17. According to the information and informations and explanations given to us on an overall examination of the balance sheet of the Company, we report that the Company has not used funds raised on short-term basis 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 Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

19. The Company has not issued any debentures.

20. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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

For Jayesh R. Mor & Co. Chartered Accountants Firm No. 122056W

PLACE : AHMEDABAD [Jayesh R. Mor] DATE : 27.05.2014 Proprietor Membership No. 37941

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Zenith Healthcare Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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

Management is responsible for 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 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 relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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, 2013;

b) in the case of the Statement of Profit and Loss, of the profit/ loss 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") 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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 [and with the returns received from branches not visited by us];

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

Referred to in paragraph 3 of the Auditor''s report of even date to the members of Zenith Healthcare Limited on the financial

statements as of and for the year ended March 31,2013.

1. In respect of its fixed assets;

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

b. Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the books of record.,

c. In our opinion, the Company has not disposed off substantial fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories;

a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures for 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 us, there were no material discrepancies noticed on physical verification of inventory as compared with the books of record.

3. 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 not granted loans and not taken any loan by the Company.

b. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loan given are not prima facie prejudicial to the interest of the Company.

c. In respect of loans granted by the Company, the interest and principal amount are repayable on demand.

4. In our opinion, there are an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

5. In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act,1956.

There were transaction of purchase of goods and materials, and sale of goods, materials and services with parties covered in the register maintained under section 301 of the Companies Act, 1956 and there is no transaction exceeding value of rupees five lakhs in respect of any party during the year.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under and hence the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

7. In our opinion the Company has an adequate internal audit system, which was conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with its size and nature of its business.

8. According to the information and explanation given to us, proper records have been maintained as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company; the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, wealth-tax, E.S.I.C., excise, cess and any other material statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth-tax, custom duty, excise, cess were in arrears, as at 31st March,2013 for a period 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, sales-tax, wealth tax, custom duty, excise, cess etc. which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the ended of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

11. Based on our examination and explanation given by the management, the Company has no dues to financial institutions, banks or debenture holders.

12. Based on our examination and according to the information and explanation 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. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. In our opinion and based on our examination of the records, the Company has maintain proper records of transaction and contracts in respect of trading in securities and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

15. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans.

17. On the basis of our examination of the books of accounts and the information''s and explanations given to us, no funds have been used for long term investment and vice versa.

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.

19. During the year, the Company has not issued any debentures.

20. The Company has not raised any money by way of public issues during the year.

21. 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 Jayesh R. Mor & Co.

Chartered Accountants

Firm No. 122056W

PLACE : AHMEDABAD [Jayesh R. Mor]

DATE : 25.05.2013 Proprietor

Membership No. 37941

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Mar 31, 2012

We have audited the attached Balance Sheet of Zenith Healthcare Limited as at 31st March, 2012 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 disclosure 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(Amendment) Order, 2004 issued by the Central Government of India in terms of Sub-Section 4(A) of Section 227 of the Companies Act, 1956 of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a) We have obtained all the information's 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 such books;

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

e) On the basis of the written confirmations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting standards referred to in Sub-section (3C) of Section 211 of the Act;

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 the Accounting Policies and other notes thereon 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 so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012.

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

(iii) In so far as it relates to the Cash Flow statement, of the cash flows for the year ended on that date.

Referred to in paragraph 3 of the Auditor's report of even date to the members of Zenith Healthcare Limited on the financial statements as of and for the year ended March 31,2012.

1. In respect of its fixed assets;

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

b. Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the books of record

c. In our opinion, the Company has not disposed off substantial fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories;

a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures for 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 us, there were no material discrepancies noticed physical verification of inventory as compared with the books of record.

3. 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 not granted loans and not taken any loan by the Company.

b. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loan given are not prima facie prejudicial to the interest of the Company.

c. In respect of loans granted by the Company, the interest and principal amount are repayable on demand.

4. In our opinion, there are an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

5. In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act,1956. The Company has not made any transaction to be entered in to a registered in pursuance of Section 301 of the Companies Act, 1956.

6. As informed, the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an adequate internal audit system, which was conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with its size and nature of its business.

8. According to the information and explanation given to us, proper records have been maintained as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, wealth-tax, E.S.I.C., excise, cess and any other material statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth-tax, custom duty, excise, cess were in arrears, as at 31st March,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, sales-tax, wealth-tax, custom duty, excise, cess etc.which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the ended of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

11. Based on our examination and explanation given by the management, the Company has no dues to financial institutions, banks or debenture holders.

12. Based on our examination and according to the information and explanation 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. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

14. In our opinion and based on our examination of the records, the Company has maintain proper records of transaction and contracts in respect of trading in securities and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

15. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any terms loans.

17. On the basis of our examination of the books of accounts and the information's and explanations given to us, no funds have been raised on short-term basis that have been used for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the regester maintained under Section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures.

20. The Company has not raised any money by way of public issues during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or re- ported during the course of our audit.

For Jayesh R. Mor & Co.

Chartered Accountants

Firm No. 122056W

PLACE : AHMEDABAD [Jayesh R. Mor]

DATE : 13.08.2012 Proprietor

Membership No. 37941

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Mar 31, 2011

We have audited the attached Balance Sheet of Zenith Healthcare Limited as at 31st March, 2011 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 disclosure 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(as amended), issued by the Central Goverment of India in terms of Section 227(4A)of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts as submitted to us;

e) On the basis of the written confirmations received from the Directors 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 Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting standards referred to in Sub-section (3C) of Section 211 of the Act;

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 the Accounting Policies and other notes thereon 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 so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

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

(iii) In so far as it relates to the Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

1. In respect of its fixed assets;

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

b. Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the books of record.

c. In our opinion, the Company has not dispossed off substantial fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories;

a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures for 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 us, there were no material discrep- ancies noticed physical verification of inventory as compared with the books of record.

3. a. The Company as not taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act ,1956.

b. The Company as not granted any loan secured or unsecured to Companies,firms or other pariteis listed in the register maintained under Section 301 of the Companies Act , 1956.

4. In our opinion, there are an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

5. In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act,1956. The Company has not made any transaction to be entered in to a registered in pursuance of Section 301 of the Companies Act, 1956.

6. As informed, the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an adequate internal audit system, which was conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with its size and nature of its business.

8. According to the information and explanation given to us, proper records have been maintained as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, wealth-tax, custom duty, excise, cess and any other material statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth-tax, custom duty, excise, cess were in arrears, as at 31st March,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 income-tax, sales-tax, wealth-tax, custom duty, excise, cess etc.which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the ended of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

11. Based on our examination and explanation given by the managment, the Company has no dues to financial institu- tions, banks or debentureholders.

12. Based on our examination and according to the information and explanation 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. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

14. In our opinion and based on our examination of the records, the Company has maintain proper records of transac- tion and contracts in respect of trading in securities and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

15. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any terms loans.

17. On the basis of our examination of the books of accounts and the informations and explanations given to us, no funds have been raised on short-term basis that have been used for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the regester maintained under Section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures.

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

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or re- ported during the course of our audit.

For Jayesh R. Mor & Co. Chartered Accountants

[Jayesh R. Mor] Proprietor Membership No. 37941

PLACE : AHMEDABAD DATE : 16th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Zenith Healthcare Limited as at 31st March, 2010 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Gash Flow Statement for the year ended on that date. 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 disclosure 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(as amended), issued by the Central Goverment of India in terms of Section 227(4A)of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

a) We have obtained all the informations 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 such books

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts as submitted to us;

e) On the basis of the written confirmations received from the Directors and taken on record by the Board of i Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting standards referred to in Sub-section (3C) of Section 211 of the Act;

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 the Accounting Policies and other notes thereon 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 so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

(iii) In so far as it relates to the Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

1. In respect of its fixed assets;

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

b. Physical verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the books of record

c. In our opinion, the Company has not dispossed off substantial fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories;

a. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year.

b. In Our opinion and according to the information and explanations given to us, the procedures for 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 us, there were no material discrep- ancies noticed physical verification of inventory as compared with the books of record.

3. 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 not granted loans and not taken any loan by the Company.

b. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loan given are not prima facie prejudicial to the interest of the Company.

c. In respect of loans granted by the Company, the interest and principal amount are repayable on demand.

4. In our opinion, there are an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in internal controls.

5. In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act,1956. The Company has not made any transaction to be entered in to a registered in pursuance of Section 301 of the Companies Act, 1956.

6. As informed, the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an adequate internal audit system, which was conducted by an independent firm of Chartered Accountants, which in our opinion is commensurate with its size and nature of its business.

8. According to the information and explanation given to us, proper records have been maintained as prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

a. According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, wealth-tax, custom duty, excise, cess and any other material statutory dues applicable to it.

b. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth-tax, custom duty, excise, cess were in arrears, as at 31st March,2010 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, sales-tax, wealth-tax, custom duty, excise, cess etc.which have not been deposited on account of any dispute.

10. The- Company does not have any accumulated losses a.t the ended of the financial year and has not incurred cash losses in the financial year immediately preceding such financial year.

11. Based on our examination and explanation given by the managment, the Company has no dues to financial institu- tions, banks or debentureholders.

12. Based on our examination and according to the information and explanation 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. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14. In our opinion and based on our examination of the records, the Company has maintain proper records of transac- tion and contracts in respect of trading in securities and other investments and timely entries have been made there in. All shares and other investments have been held by the Company in its own name.

15. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any terms loans.

17. On the basis of our examination of the books of accounts and the informations and explanations given to us, no funds have been raised on short-term basis that have been used for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the regester maintained under Section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures.

20. The Company has not raised any money by way of public issues during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or re- ported during the course of our audit.

For Jayesh R. Mor & Co.

Chartered Accountants

PLACE : AHMEDABAD [Javesh R. Mor]

DATE : 23rd August, 2010 Proprietor

Membership No. 37941