1.  We have audited the attached Balance Sheet of Glenmark
 Pharmaceuticals Limited, (the Company) as at 31 March 2011 and also
 the Profit and Loss Account and the Cash Flow Statement for the year
 ended on that date annexed thereto (collectively referred as the
 financial statements). 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 the 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 (the
 Order) (as amended), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (the Act), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to above, 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 appears from our examination of
 those books;
 
 c.  The financial statements dealt with by this report are in agreement
 with the books of account;
 
 d.  On the basis of written representations received from the
 directors, 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 Act;
 
 e.  In our opinion and to the best of our information and according to
 the explanations given to us, the financial statements dealt with by
 this report comply with the accounting standards referred to in
 sub-section (3C) of section 211 of the Act and the Rules framed
 thereunder and 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, in the case of:
 
 i) the Balance Sheet, of the state of affairs of the Company as at 31
 March 2011;
 
 ii) the Profit and Loss Account, of the profit for the year ended on
 that date; and
 
 iii) the Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 Annexure to the Auditors Report of even date to the members of
 Glenmark Pharmaceuticals Limited, on the financial statements for the 
 year ended 31 March 2011.
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the financial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report as under:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which 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. No material discrepancies were noticed on
 such verification.
 
 (c) In our opinion, a substantial part of fixed assets has not been
 disposed off during the year.
 
 (ii) (a) Physical verification of inventory (except stocks lying with
 third parties and stocks in transit, confirmations for which have been
 obtained) have been conducted at reasonable intervals by the
 management.
 
 (b) In our opinion, 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) There are four companies covered in the register maintained
 under section 301 of the Act to which the Company has granted unsecured
 loans. The maximum amount outstanding during the year was Rs 15,248.94
 million and the year-end balance was Rs 13,713.96 million.
 
 (b) In our opinion, 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 loans granted, repayment of the principal amounts is
 as stipulated and payment of interest has been regular.
 
 (d) There is no amount overdue in respect of loans granted to
 companies, firms or other parties listed in the register maintained
 under section 301 of the Act.
 
 (e) 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. Accordingly, the provisions of clauses
 4(iii)(f) and 4(iii)(g) of the Order are not applicable.
 
 (iv) In our opinion, 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.
 
 (v) (a) The Company has not entered into contracts or arrangements
 referred to in section 301 of the Act. Accordingly, the provisions of
 clause 4(v) of the Order are not applicable.
 
 (b) There are no transactions in pursuance of contracts or arrangements
 entered in the registered maintained under section 301 of the Act
 during the year aggregating to rupees five lakhs or more in respect of
 any party.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
 clause 4(vi) of the Order are not applicable.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the 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 under
 section 209 (1)(d) of the Act for the maintenance of cost records in
 respect of Companys products 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 with a
 view to determine whether they are accurate or complete.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
 other material statutory dues, as applicable, have generally been
 regularly deposited with the appropriate authorities. No undisputed
 amounts payable in respect thereof were outstanding at the year end for
 a period of more than six months from the date they became payable.
 
 (b) The dues outstanding in respect of sales-tax, excise duty, on
 account of any dispute, are as follows:
 
 Name of the   Nature of  Amount  Period to which 
                                  the              Forum where dispute 
                                                    is pending 
 statute        dues      (Rs 
 
                         million)  amount relates
 
 The Central 
             Excise Duty  10.00    April 2003 to   The Central Excise and
 Service Tax
 
 Excise Act, 
 
 1944                             September 2007   Appellate Tribunal
 
 Finance Act, Service Tax 9.71    FY 2004-05 and   The Central Excise and
                                                   Service Tax
 
 1994                             FY 2005-06       Appellate Tribunal
 
 The Gujarat  Sales Tax    0.2    F.Y 2004-05      Deputy Commissioner 
 
                                                   (CT) Appeals
 Sales Tax Act,
 
 1969
 
 The Central  
 
 Sales        Sales Tax  1.87    FY 2004-05        Deputy Commissioner 
 
                                                   (CT) Appeals 
 Tax Act, 1956
 
 The Central 
 
 Sales        Sales Tax  5.59    FY 2006-07        Deputy Commissioner 
 
                                                   (CT) Appeals 
 Tax Act, 1956
 
 (x) In our opinion, the Company has no accumulated losses at the end of
 the financial year and it has not incurred cash losses in the current
 and the immediately preceding financial year.
 
 (xi) In our opinion, the Company has not defaulted in repayment of dues
 to a financial institution or a bank during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities. Accordingly, the provisions of clause 4(xii) of the Order
 are not applicable.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Accordingly, the provisions of clause 4
 
 (xiii) of the Order are not applicable.
 
 (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 Order are not applicable.
 
 (xv) In our opinion, the terms and conditions on which the Company has
 given guarantee for loans taken by others from banks or financial
 institutions are not, prima facie, prejudicial to the interest of the
 Company.
 
 (xvi) In our opinion, the Company has applied the term loans for the
 purpose for which the loans were obtained.
 
 (xvii) In our opinion, no funds 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 Act. Accordingly, the provisions of clause 4(xviii)
 of the Order are not applicable.
 
 (xix) The Company has neither issued nor had any outstanding debentures
 during the year. Accordingly, the provisions of clause 4(xix) of the
 Order are not applicable.
 
 (xx) 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.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 period covered by our audit except a case of theft in transit of some
 inventories aggregating to Rs 2.27 million. As further informed to us,
 the Company has taken adequate follow up action, including recovering
 the complete amount by way of insurance claims.
 
 
 For Walker, Chandiok & Co.
 
 Chartered Accountants
 
 Firm Registration No: 001076N
 
 
 Per Khushroo B. Panthaky
 
 Partner
 
 Membership No: F - 42423
 
 Place: Mumbai 
 
 Date: 10 May 2011