1.  We have audited the attached balance sheet of Jagsonpal
 Pharmaceuticals Limited as at March 31, 2012 and also the Profit and
 Loss account and the Cash Flow Statement for the year ended on that
 date both annexed thereto. 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.
 
 2.  We carried out our examinations 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 misstatements. An audit
 also 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 the 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 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, to the extent applicable.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 the
 books;
 
 c) The Balance Sheet and Profit and Loss Account and cash flow
 statement are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards under sub section (3C) of Section 211 ofthe Companies Act,
 1956;
 
 e) None of the Directors is disqualified as on March 31, 2012 from
 being appointed as a Director in terms of clause (g) of sub-section (1)
 of Section 274 ofthe Companies Act, 1956; and
 
 f) 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 st March, 2012;
 
 ii) in the case of the Profit & Loss Account, of the profit of the
 Company for the year ended on that date: and
 
 iii) in the case of Cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in Paragraph (1) of our report of even date)
 
 (i) (a) The Company is maintaining proper records showing fUH
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, physical verification of a major portion of
 fixed assets as at March 31, 2012 was conducted by the Management
 during the year. In our opinion, the frequency of physical verification
 is reasonable. Having regard to the size of the operations of the
 company and on the basis of explanations received, in our opinion, the
 net differences found on physical verification were not significant.
 
 (ii) (a) The inventory of the Company has been physically verified by
 the management during the year. In respect of inventory lying with
 third parties, these have substantially been confirmed by them. In our
 opinion, the frequency of verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the management were found 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 records of inventory, in our
 opinion, the company has maintained proper records of inventory and the
 discrepancies noticed on physical verification between the physical
 stocks and the book records were not material in relation to the
 operations of the company.
 
 (iii) In our opinion, the company has neither granted nor taken any
 loans, secured or unsecured from companies, firms or other parties
 listed in the Register maintained under Section 301 of the Companies
 Act, 1956. As the Company has not granted/taken any loans, secured or
 unsecured, to / from parties listed in the registers maintained under
 Section 301 of the Companies Act, 1956 clauses iii(b), iii(c) and
 iii(d) of paragraph 4 of the order are not applicable.
 
 (iv) In our opinion and according to the explanations given to us,
 having regard to the explanations that some of the items are of a
 special nature for which alternative quotations are not available,
 there are adequate internal control procedures commensurate with the
 size of the company and the nature of its business for the purchase of
 inventory, fixed assets and for the sale of goods. Further, on the
 basis of our examination and according to the information and
 explanations given to us, we have neither come across nor have we been
 informed of any instance of major weaknesses in the aforesaid internal
 control procedures.  ''
 
 (v) (a) In our opinion and according to 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, there are no such transactions exceeding Rs. Five lakhs
 each which have been made at prices, which are not reasonable having
 regard to the prevailing market prices, for such goods, materials or
 services at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has complied with the directives issued by the
 Reserve Bank of India and the provisions of Section 5 8 A and 5 8 AA of
 the Companies Act, 1956 and the rules framed there under, where
 applicable, with regard to deposits accepted from the public. As per
 the information and explanations given to us no order under the
 aforesaid sections has been passed by the Company Law Board on the
 company.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) We have broadly reviewed the books of accounts maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government, the maintenance of cost records has been prescribed
 under Section 209(l)(d),of the Companies Act, 1956. We have not,
 however made a detailed examination of the records with a view to
 determine whether they are accurate or complete.
 
 (ix) (a) According to the information and explanations given to us and
 according to the books and records as produced and examined by us, in
 our opinion, the undisputed statutory dues in respect of provident
 fund, employees'' state insurance, income-tax, sales-tax, custom duty,
 excise duty, cess and other as applicable have been regularly deposited
 by the company during the year with the appropriate authorities.
 
 (b) As at 31st March, 2012 according to the records of the Company,
 there are no dues of wealth tax, service tax and cess which have not
 been deposited on account of any dispute.
 
 (x) The company has neither accumulated losses as at 31 st March, 2012
 nor it has incurred any cash losses during the financial year ended on
 that date or in the immediately preceding financial year.
 
 (xi) Based on our audit procedures and on the information and
 explanations given by management, we are of the opinion that the
 company has not defaulted in repayment of its dues to any financial
 institution or 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.
 
 (xiii) The provisions of any special statute as specified under clause
 (xiii) of paragraph 4 of the order are not applicable to the company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the company is not a dealer or trader in securities.
 
 (xv) The company has not given any guarantees for loans taken by others
 from banks or financial institutions, the terms and conditions,
 whereof, in our opinion are prima facie, prejudicial to the interest of
 the Company.
 
 (xvi) The company has not obtained any term loans that were not applied
 for the purpose for which these were raised.
 
 (xvii) Based on the information and explanations given to us and on an
 overall examination of the balance sheet of the company, in our
 opinion, there are no funds raised on a short term basis which have
 been used for long term investment, and vice versa.
 
 (xviii) 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 during the year.
 
 (xix) The Company has not raised any money by public issue during the
 year.
 
 (xx) According to the information and explanations given to us, during
 the year, no fraud by the company has been noticed or reported.
 
                                              For P. P. Thukral & Co.
 
                                               Chartered Accountants
 
                                                    FR No. : 000632N
 
                                                        Suresh Sethi
 
 Place : New Delhi                                           Partner
 
 Dated : 30th May, 2012                                 M. No. 89318