1.  We have audited the attached Balance Sheet of Aventis Pharma
 Limited as at December 31,2010 and also the Profit and Loss account and
 the Cash Flow statement for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 Companys management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  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.
 
 3.  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.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit; ii.  In our opinion, proper books of account as required by law
 have been kept by the Company so far as appears from our examination of
 those books;
 
 iii.  The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv.  In our opinion, the balance sheet, profit and loss account and
 cash flow statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 v.  On the basis of the written representations received from the
 directors, as on December 31, 2010, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 December 31, 2010 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 December 31,2010;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph [ 3 ] of our report of even date Re:
 Aventis Pharma Limited
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. As informed, no
 material discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory 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 and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) The Company had granted loan to a company covered in the
 register maintained under section 301 of the Companies Act, 1956.  The
 maximum amount involved during the year was Rs. 1,300,000 thousands and
 year-end balance of loan granted to such party was Rs. 1,300,000.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans were not primafacie prejudicial to the interest of the
 Company.
 
 (c) In respect of loans granted, repayment of the principal amount is
 not due and payment of interest have been regular.
 
 (d) There is no overdue amount of loans granted to companies firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, 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 Companies Act, 1956. Hence
 clause iii (f) and (g) of the Companies (Auditors report) Order, 2003
 (as amended) are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 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. During the course of our audit, no major weakness has been
 noticed in the internal control system in respect of these areas.
 During the course of our audit, we have not observed any continuing
 failure to correct major weakness in internal control system of the
 Company.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs entered into during
 the financial year, because of the unique and specialized nature of the
 items involved and absence of any comparable prices, we are unable to
 comment whether the transactions were made at prevailing market prices
 at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central
 
 Government for the maintenance of cost records under section 209(1) (d)
 of the Companies Act, 1956, and are of the opinion that primafacie, the
 prescribed accounts and records have been made and maintained.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, or employees state insurance,
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable have generally
 been regularly deposited with the appropriate authorities.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A 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.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, excise duty and custom duty on account of any
 dispute, are as follows:
 
 Name of the statute        Nature of dues                 Amount*
                                                         (Rs.) 000s
 
 Income Tax Act, 1961      Income Tax- Due to               5,052
                           disallowances and
                           abatement of relief/ rebate
 
 The Central Excise        Wrongful Availment of           18,900
 Act, 1944                 Modvat
 
                           Duty on Samples                    529
 
                           Disallowance of Modvat           1,720
 
                           Disallowance of Modvat             361
 
 Medicinal & Toilet        Dispute Whether Central         23,156
 Preparations (Levy        or State Excise duty
 of Excise Duty) Act,
 1955                      Dispute Whether Central         13,207
                           or State Excise duty
 
 Karnataka Sales tax       Order passed under                 845
 Act of 1957               section 12A and 25
 
 Foreign Trade             Demand for refund of             5,955
 (Development &            customs duty & interest
 Regulation) Act 1992      on account of rejection of
                           input/output norms
 
 
 Name of the Statue        Period to which the     Forum where
                            amount relates        dispute is pending
 
 Income Tax Act, 1961      Assessment Year    Commissioner of Income Tax
                           2007-08            (Appeals)
 
 The Central Excise
 Act, 1944                 1994-1995          Customs Excise and Service
                                              tax Appellate tribunal.
 
                           1994 to 1999       Customs Excise and Service
                                              tax Appellate tribunal.
 
                           1993               Commissioner of Appeals, 
                                               Surat.
 
                           1993               Commissioner of Appeals, 
                                               Surat.
 
 Medicinal & Toilet
 Preparations (Levy
 of Excise Duty) Act,
 1955                      1990 to 1997       Central Board of Excise 
                                              and Customs.
 
                           1996 to 1999       Commissioner of State 
                                              Excise Maharashtra.
 
 Karnataka Sales tax
 Act of 1957               1999-2000          Karnataka Appellate
                                              Tribunal.
 
 Foreign Trade
 (Development &
 Regulation) Act 1992      2005              Director General of Foreign
                                              Trade, Delhi
 
 * Net of amount paid under protest or otherwise.
 
 There are no dues of wealth tax, service tax & cess which have not been
 deposited on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to banks. The Company
 does not have any borrowings from financial institutions or by way of
 debentures.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 bankorfinancial institutions.
 
 (xvi) The Company did not have any term loans outstanding 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
 reportthat nofunds raised on short-term basis have been used for
 long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) According to the information and explanations furnished by the
 management, which have been relied upon by us, there were no frauds on
 or by the Company noticed or reported during the course of our audit
 except fraud by a carrying and forwarding contractor of the Company
 amounting to approximately Rs. 5,900 thousands detected by the
 management. The same is under further investigation.  Management has
 taken necessary steps to strengthen the controls and the expected loss
 has been provided.
 
 For S.R. Batliboi & Co.
 
 Firm Registration no.: 301003E
 
 Chartered Accountants
 
 per Ravi Bansal
 
 Partner
 
 Membership No. 49365
 
 Mumbai: February 16,2011