We have audited the attached balance sheet of AstraZeneca Pharma India
 Limited (the Company) as at 31 March 2011, the profit and loss
 account and the cash flow statement for the period from January 01,
 2010 to March 31, 2011 (the period) 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, as
 amended, issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 1) 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;
 
 2) 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;
 
 *
 
 3) the balance sheet, the profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 4) in our opinion, the balance sheet, the profit and loss account and
 the cash flow statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 5) on the basis of written representations received from the directors
 of the Company as on 31 March 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 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; and
 
 6) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 b) in the case of the profit and loss account, of the profit of the
 Company for the period ended on that date; and
 
 c) in the case of the cash flow statement, of the cash flows for the
 period ended on that date.
 
 Annexure to the Auditors Report
 
 Annexure referred to in the Auditors Report to the Members of
 AstraZeneca Pharma India Limited (the Company) for the period ended
 31 March 2011. We report that:
 
 1. (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fixed
 assets.
 
 (b) The Company has a regular program of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets.  In accordance with this program,
 certain fixed assets were verified during the period. No material
 discrepancies were noticed on such verification.
 
 (c) Fixed assets disposed off during the period were not substantial,
 and therefore, do not affect the going concern assumption.
 
 2.  (a) The inventory, except goods-in-transit and stocks lying with
 third parties, has been physically verified by the management during
 the period. In our opinion, the frequency of such verification is
 reasonable. For stocks lying with third parties at the period-end,
 written confirmations have been obtained.
 
 (b) The procedures for the 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 is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 3. The Company has neither granted nor taken any loans, secured or
 unsecured, to or from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, and having regards to the explanation that purchases of
 certain items of inventory are for the Companys specialised
 requirements and similarly for sale of goods and services of the buyer
 and suitable alternative sources are not available to obtain comparable
 quotations, there is an adequate internal control system
 
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories and fixed assets and
 with regard to the sale of goods and services. We have not observed any
 major weakness in the internal control system during the course of the
 audit.
 
 5. (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Companies Act, 1956 have been entered in the
 register required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts and
 arrangements referred to in (a) above and exceeding the value of Rs.5
 lakh with any party during the period have been made at prices which
 are reasonable having regard to the prevailing market prices at the
 relevant time, except for purchases of certain services which are for
 the Companys specialised requirements and similarly for sale of
 certain goods for the specialised requirements of the buyers and for
 which suitable alternative sources are not available to obtain
 comparable quotations. However, on the basis of information and
 explanations provided, the same appear reasonable.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under Section 209(1 )(d) of the Companies
 Act, 1956 in respect of bulk drugs and formulations and are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained. However, we have not made a detailed examination
 of the records.
 
 9.  (a) According to the information and explanation given to us and on
 the basis of our examination of the records of the Company, amounts
 deducted/ accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Employees State Insurance,
 Investor Education and Protection Fund, Income-tax, Wealth Tax, Sales
 Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material
 statutory dues have been regularly deposited during the period with the
 appropriate authorities.
 
 Further, since the Central Government has till date not prescribed the
 amount of Cess payable under Section 441A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 According to the information and explanations given to us no undisputed
 amounts payable in respect of Provident Fund, Employees State
 Insurance, Investor Education and Protection Fund, Income- tax, Wealth
 Tax, Service Tax, Customs Duty, Sales Tax, Excise Duty, Cess and other
 material statutory dues were in arrears as at 31 March 2011 for a
 period of more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of Wealth Tax and Cess which have not been deposited with
 the appropriate authorities on account of any dispute. According to the
 information and explanations given to us, the following dues of
 Income-tax, Sales Tax, Customs Duty, Excise Duty and Service Tax have
 not been deposited by the Company on account of disputes.
 
 Name of the 
 Statute       Nature of the  Amount (Rs.)    Period to 
                                            which the   Forum where 
                                                        dispute is
                dues                         amount 
                                             relates    pending
 
 Central 
 Excise        Excise Duty     698,427     1996-1997 
                                            to 1999-   Customs Excise
                                                        and Service
 Act,1944                                     2000      tax Appellate 
                                                         tribunal,
                                                         Bangalore
 
 Central 
 Excise        Excise Duty     968,801        2010   Chief Commissioner, 
                                                          Central
 Act,1944                                               Excise (LTU)
 
 Chapter V 
 of Finance    Service Tax      47,712    1 July 2001 
                                             to 15         Deputy
                                                        Commissioner, 
                                                         Service
 Act, 1994                                August 2002   tax, Bangalore
 
 Chapter V 
 of Finance    Service Tax     543,460     16 November 
                                              1997      Commissionrate-
                                                         Service Tax,
 Act, 1994                                  to 2 June 
                                               1998       Bangalore
 
 Central 
 Excise       Excise Duty      406,677      August 1998 
                                              to July    Customs Excise
                                                           and Service
 Act,1944                                       1999      Tax Appellate 
                                                             Tribunal,
                                                            Bangalore
 
 Customs Act, 
 1962         Customs Duty  21,248,482        2006           Deputy 
                                                          Commissioner,
                                                         Customs, Mumbai
 
 Income-Tax 
 Act,          Income-Tax   45,460,290*      1996-97      Additional 
                                                         commissioner of
 1961                                                     income-tax, 
                                                            Bangalore
 
 Income-Tax 
 Act,          Income-Tax   14,779,240       2007-08 to 
                                              2008-09     Commissioner
                                                         of income-tax,
 1961                                                      (Appeals) 
                                                           Bangalore
 
 * The Company has obtained the stay order for the same. The amount
 shown above is net of amount paid Rs.10,000,000.
 
 10. The Company does not have any accumulated losses at the end of the
 financial period and has not incurred cash losses in the financial
 period and in the immediately preceding financial year.
 
 11. The Company did not have any outstanding dues to any financial
 institution, banks or debentureholders during the year.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion and according to the information and explanation
 given to us, the Company is not a chit fund/ nidhi / mutual benefit
 fund / society.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 15.  According to 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 did not have any term loans outstanding during the
 period.
 
 17.  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 the funds raised on short-term basis have not been
 used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 companies/firms/parties covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 19.  The Company did not have any outstanding debentures during the
 period.
 
 20.  The Company has not raised any money by public issues during the
 period.
 
 21. We have been informed by the Management that one of the liaison
 agents and one of the accredited wholesalers of the Company had
 procured goods for sales to institutions by submitting forged
 documents.  The Company has filed a criminal complaint against the
 liaison agent. Further, based on a settlement, the Company has
 recovered ^0.65 million from the accredited wholesalers. These have
 resulted in loss to the Company amounting to ^11.15 million and Rs. 0.13
 million respectively. The unrecovered amounts have been fully provided
 for. According to the information and explanations given to us, no
 other fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                                    for B S R & Co.
 
                                             Chartered Accountants
                  
                                              Firm Reg No: 101248W
 
                                                      Rajesh Arora
 
                                      Partner Membership No. 76124 
  
 Place: Bangalore 
 
 Date: May 13, 2011