Auditor Report of Dr. Sabharwal's Manufacturing Labs Ltd.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of DR. SABHARWAL''S MANUFACTURING LABS LIMITEDfthe Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss A/C for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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, implemnetation 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.

Auditors'' 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the 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 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and 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 purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except in the case of Company''s Foreign Branches where we have relied on the report of the Branch Auditors;

(c) The Balance Sheet and Statement of Profit and Loss a/c dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance and Statement of Profit and Loss a/c comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

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

The Annexure referred to in our Report of even date to the members of DR. SABHARWAL''S MANUFACTURING LABS. LIMITED (''the company'') for the year ended 31st March, 2013. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its Fixed Assets

a) The Company is under process of compilation of fixed assets register to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records, so maintained and the physical verification have been noticed.

c) In our opinion, a substantial part of fixed assets have not been disposed off during the year.

2. In respect of its Inventories

As explained to us, there is no stock of raw material, semi finished goods or finished goods with the company. Hence this clause is not applicable.

3. In respect of Loans, Secured or Unsecured, granted or taken by the company to/from companies, firms, and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

a) The Company has not granted any secured or unsecured loans to any parties covered in the register maintained u/s 301 of Companies Act, 1956.

b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register u/s 301 of the Companies Act, 1956)

4. In our opinion, and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the fixed assets and for the sale of goods and service. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In respect of transactions covered u/s 301 of the Companies Act, 1956

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction of services 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 Lacs in respect of any party, during the year have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services or the prices at which the transactions for similar goods or services have been made with other parties.

6. The company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public is not applicable to the company.

7. The company has self-supporting internal audit system commensurate with its size and the nature of its business.

8. As explained to us the Central Government has not prescribed for maintenance of cost records under section 209(i)(d) of the Companies Act, 1956 for any of the products of the company.

9. In respect of Statutory Dues:

a) The Company is by and large regular in depositing with appropriate authorities statutory dues including Provident Fund, Investor Education & Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Cess and other material statutory dues applicable to it.

b) However, there is no undisputed statutory demand pending for more than six months.

10. As per accounts verified by us, Company do not have any accumulated losses at the md of the current financial year. The Company has not incurred any cash loss during the current financial year There were no cash losses in the financial year immediately preceding the current financial year.

11. According to the information and explanations given to us the company has not taken any loan from any financial institution or bank and it has not issued any debentures, therefore this clause is not applicable to the company.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a Chit Fund, Nidhi or mutual benefit Society, Hence the requirements of clause 4(xii) of the order is not applicable to the Company.

14. As the company is not dealing or trading in shares, securities, debentures and other investments, the provision of paragraph IV (xiv) of the Companies (Auditor''s Report) Order, 2003 does not apply.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment or vice versa.

18. According to the information and explanations given to us the company has made no preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures. Hence the requirements of clause 4(xix) of the order are not applicable to the Company.

20. As explained to us, the company has not raised any funds by way of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

Sd/-

Place : New Delhi FOR A. KAY. MEHRA& CO.

Date : 28th May 2013 Chartered Accountants

Sd/-

A. Kay. Mehra

Partner.

(M.No.9963)

Firm Registration No. 050004C

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Mar 31, 2012

We have audited the attached Balance Sheet of Dr. Sabharwal''s Manufacturing Labs Limited as at 31st March 2012 and the '' annexed profit & Loss Account and Cash flow statement of the Company 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.

A) We conducted our audit in accordance with Auditing Standards generally accepted n India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Rnanda) Statements are free of material misstatement An audit induces examining on a test basis evidence supporting the amount and disclosure in the Financial Statement An audit also induces 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.

B) We report that;

a) We have obtained all the information & 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 the books.

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

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 sea (3C) of sea 211 of the companies Act, 1956.

e) On the basis of the written representation received from the directors and taken on record by Board of Directors, we report that none of the Director is disqualified as on 31st March'' 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Company Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us the accounts give the information required by the companies Act, 1956 in the manner so required and give a true and fair view:

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March'' 2012, and

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

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

C) Further as required by the companies (Auditors'' Report) Order 2003 issued by the Central Government in terms of Sea 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we have to state that:

i) In respect of its Fixed Assets:

a) The Company has maintained proper records to show full particulars inducing quantitative details and situation of its Fixed Assets.

b) The Fixed Assets of the Company have been physically verified during the year by the management in phased periodical manner, 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 physical verification.

c) In our opinion, the Company has not disposed of substantial part of Fixed Assets during the year and the going concern status of the Company is not affected.

ii) In respect of its inventories:

a) The Inventory of the Company have been physically verified by the management at reasonable intervals during the year.

b) In our opinion, the procedures of physical verification of inventory flowed by the management are reasonable and adequate in relation to the size of the Company and nature of Its business.

c) The Company has maintained proper records of inventory. The discrepancies between physical stocks and 7 the book stocks, which have been property dealt with, were not material.

iii) The Company has not taken any loan secured or unsecured to / from companies, firms or other parties covered in the register u/s 301 of the Companies Act, 1956. However the company has granted unsecured Loan of Rs. NIL Lacs (Previous Year Rs.70.39 Lacs) to Dr. Sabharwal''s Medicals Pvt. Ltd., on such rate of interest and terms & conditions which are not pre justidal to the interest of the company.

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 its business with regard to purchase of Inventory, Fixed Assets and also for the sale of goods. During the course of our audit we have not observed any major weaknesses in internal controls.

v) In respect of transactions covered under section 301 of the Companies Ad, 1956:

x) The company has no accumulated losses and has not incurred cash losses during the Financial Year covered by our audit or in the immediately preceding Financial Year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to Financial Institutions or Banks.

xii) In our opinion and to the information according and explanation given to us no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund / Society. Therefore, the clause 4 (xiii) of the companies (Auditors Report) Order, 2003 is not applicable to the Company.

xiv) The company has maintained proper records of its transactions and contracts in respect of Shares / Mutual Funds and other Investments and timely entries have been made therein. All investments have been held by the company in its own name.

xv) In our opinion, the company has not given any guarantees for loans taken by others from Banks or Financial Institutions.

xvi) The Company has not raised any new Term Loans during the year.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on Short Terms basis have been used for Long Term investments and vise versa.

xviii) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained tVs 301 of the companies Act, 1956.

xix) According to the information and explanations given to us, the Company has not issued any debentures during the period covered by our audit report.

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

xxi) In our opinion, no fraud on or by the Company has been noticed or reported during the period covered by our audit report.

Sd/-

place : New Delhi FOR A. KAY. MEHRA & CO.

Date :21st August 2012 Chartered Accountants Sd/-

A. Kay. Mehra

Partner.(M.No.9963)

Firm Registration No. 050004C