We have audited the attached balance sheet of M/s. PRISM MEDICO AND
 PHARMACY LIMITED (formerly Woolite Mercantile Company Limited) as at
 31st March, 2012 the Statement of Profit and loss and also the cash
 flow statement for the year ended on that date 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.
 
 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 to 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 the 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 (Auditor''s Reports) 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 :
 
 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 accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The Balance Sheet, Statement of Profit and Loss and Cash flow
 Statements dealt with by this report are in agreement with the books of
 account;
 
 iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statements 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 representation received from the
 Directors, as on 31st March, 2012, and taken on record by the Board of
 Director, we report that none of the Director is disqualified as on
 31st March, 2012 from being appointed as a Directors 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 read with the notes
 thereon give the information as 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 Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012.
 
 (b) in the case of Statement of Profit and Loss, of the Loss for the
 year ended on that date.
 
 (c) In the case of cash flow statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE
 MEMBER OF PRISM MEDICO AND PHARMACY LIMITED ON THE ACCOUNTS FOR THE
 YEAR ENDED 31st March, 2012.  
 
 (Formerly Woolite Mercentile Company Ltd.)
 
 1.  a.  The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 b.  As explained to us, the fixed assets have been physically verified
 by the management during the year, 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.  During the year, the company has not disposed off substantial part
 of fixed assets.
 
 2.  a.  The management has conducted physical verification of inventory
 held as stock in trade at reasonable intervals.
 
 b.  The procedure 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.
 
 3.  As informed, the company has neither granted nor taken any loans
 secured or unsecured to/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
 give 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 and fixed assets and with regard to
 sale of goods and services. During the course of our audit, we have not
 observed any major weaknesses in internal control.
 
 5.  Based on the audit procedures applied by us and according to the
 information and explanations provided by us the management, we are of
 the opinion that there is no transaction that needs to be entered into
 the register maintained under Section 301. Accordingly, the provision
 of Clause v (b) of the paragraph 4 of the Order is not applicable to
 the company.
 
 6.  The Company has not accepted any deposits during the year from the
 public within the meaning of the provisions of Sections 58A, 58AA, or
 any other relevant provision of the Companies Act, 1956 and rules made
 there under. Hence, the clause (vi) of the order is not applicable.
 
 7.  The Company does not have an internal audit system. However, in our
 opinion and according to the representations made by the management,
 the level of operations and transactions of the Company, by itself, do
 not require a formal internal audit system.
 
 8.  The Central Government has not prescribed maintenance of cost
 record under Section 209(1)(d) of the Companies Act, 1956 for the
 products of the Company.
 
 9.  a) According to the information and explanations given to us, in
 our opinion, the company is regular in depositing undisputed statutory
 dues including Provident Fund, Investors Education and Protection Fund,
 Employees'' State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom
 Duty, Excise Duty, cess and other statutory dues to the extent as
 applicable to it with the appropriate authorities except Income Tax
 dues where there is delay in depositing. According to the information
 and explanations given to us, no undisputed amount payables in respect
 of statutory dues as aforesaid were outstanding, as at 31st March, 2012
 for a period of more than six months from the date of becoming payable.
 
 b) According to the information and explanations given to us, there are
 no dues of sale tax, Income tax, customs duty, wealth tax, service tax,
 excise duty and cess which have not been deposited on account of any
 dispute.
 
 10.  The Company has accumulated losses at the end of the financial
 year. The Company has incurred cash losses during the financial year
 covered by our audit also there were cash losses during the immediately
 preceding financial year.
 
 11.  The Company has no borrowings from financial institutions, banks
 or debenture holders.
 
 12.  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.
 
 13.  The Company is not a chit fund and nidhi/mutual benefit
 fund/society.
 
 14.  The company is not dealing in or trading in shares, securities,
 debentures and other investments. Therefore, the Provisions of clause
 (xiv) of paragraph 4 of the Order are not applicable.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by other from bank
 or financial institutions during the year.
 
 16.  The Company has not raised any term loans during the year covered
 by our audit.
 
 17.  According to the information and explanations given to us, and on
 an overall examination of the balance sheet of the company, we report
 that no funds raised on short-term basis have been used for long term
 investment.
 
 18.  The Company has not made any preferential allotment of shares
 during the year.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 21.  According to the information and explanations given to us, we
 report that no fraud on or by the company has been noticed or reported
 during the course of our audit.
 
 
 
 
                                          For R. Mahajan & Associates
                                                Chartered Accountants 
                                                          FRN 011348N
 
                                                    (Ratnesh Mahajan)
                                                              Partner 
                                                        M. No. 085484
 
 Place : Mumbai 
 Date : 28.05.2012