We have audited the attached Balance Sheet of THEMIS MEDICARE LIMITED
 as at 31st March, 2011, and the annexed Profit & Loss Account and Cash
 Flow Statement for the year ended on that date. 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.
 
 1.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. These 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.
 
 2.  As required by Companies (Auditors Report) Order, 2003 as amended
 by the Companies (Auditors Report ) (Amendment ) Order, 2004, issued
 by the Central Government in terms of Section-227 (4A) of the Companies
 Act, 1956, we annex hereto a statement on the matters specified in
 paragraphs 4 and 5 of the said order.
 
 3.  Further to our comments referred to in paragraphs 1 and 2 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 purpose 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 reports on the accounts of Hyderabad Unit audited by Branch
 Auditors have been forwarded to us and have been appropriately dealt by
 us in preparing our audit report.
 
 d) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 e) Attention is invited to footnote under note 6. of Schedule XV
 regarding managerial remuneration of Rs.  73.89 lacs paid during the
 year 2010-11, in excess of specified limits, for which Central
 Governments approval is still to be obtained.
 
 f) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors as on 31st March, 2011 is disqualified from being
 appointed as a Director in terms of Clause (g) of sub-section (1) of
 Section 274 of the Companies Act, 1956.
 
 In our opinion, the Balance Sheet, the Profit & Loss Account and the
 Cash Flow Statement dealt with by this report comply with the
 accounting standards as applicable referred to in sub-section (3C) of
 Section 211 of the Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said financial statements read together
 with notes thereon 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 Balance Sheet, of the state of affairs of the
 Company as at 31st March 2011.
 
 (b) in the case of 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 to Auditors Report
 
 ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF THEMIS MEDICARE LIMITED ON THE FINANCIAL STATEMENTS FOR THE
 YEAR ENDED 31ST MARCH, 2011.
 
 On the basis of such checks as we considered appropriate and in terms
 of the information and explanations given to us, we state that :
 
 i. (a) The Company has generally maintained proper records showing
 particulars including quantitative details and situation of its fixed
 assets, however these records are to be updated;
 
 (b) As explained to us, fixed assets according to the practice of the
 Company are physically verified by the management except Office
 Equipments and Furniture & Fixtures at reasonable intervals as per the
 phased verification programme, which in our opinion, is reasonable,
 looking to the size of the Company and the nature of its assets.
 According to the information and explanations given to us, no material
 discrepancies were noticed on such verification as compared to
 available records;
 
 (c) The Company has not disposed off a substantial part of its fixed
 assets so as to affect its going concern;
 
 ii (a) As explained to us, inventories have been physically verified
 during the year by the management, the stocks of finished goods
 (including goods traded in), stores, spare parts, packing materials and
 raw materials have been physically verified at reasonable intervals by
 the management, except in cases of stocks in transit and stocks lying
 with some outside parties, which have, however, been confirmed by them;
 
 (b) The procedure explained to us , which are followed by the
 management for physical verification of inventories, are in our
 opinion, 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 the inventory records of the
 Company, we are of the opinion that, the Company is maintaining proper
 records of its inventory. Discrepancies which were noticed on physical
 verification of inventory as compared to book records, have been
 properly dealt with in the books of account;
 
 iii a) According to the information and explanations given to us, the
 Company has not granted any loan, secured or unsecured to Companies,
 firms or other parties listed in the Register maintained under Section
 301 of the Companies Act, 1956.
 
 b) In our opinion, the terms and conditions of such advance given by
 the company are prima facie not prejudicial to the interest of the
 Company;
 
 c) The company has taken from 15 parties unsecured loans in the nature
 of fixed deposits from directors, relatives and Companies listed in the
 register maintained under section 301 of the Companies Act 1956.The
 maximum amount involved during the year and the year end balance of
 such loans aggregating to Rs 566.60 lacs and Rs.566.60 lacs
 respectively. The Company has also taken foreign currency loan from a
 foreign promoter. The maximum amount involved during the year and the
 year end balance of such loans aggregating to Rs 1796.00 lacs and
 Rs.1783.60 lacs respectively;
 
 d) In our opinion, the rate of interest where applicable and other
 terms and conditions of such loans are prima facie not prejudicial to
 the interest of the Company;
 
 e) In respect of the aforesaid loans, the Company is regular in
 repaying the principal amount as stipulated and also regular in payment
 of interest where applicable;
 
 iv. In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of specific nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, 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. Further on the basis of
 our examination of the books of account and records of the Company and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weaknesses in the aforesaid internal control system;
 
 v. (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 contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 exceeding the value of Rs. 5 lacs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to prevailing market prices at that time.
 
 However, except in cases where purchases of similar goods were not made
 from any other party and for which market prices are also not available
 and therefore, the prices could not be compared. In respect of sale of
 goods, materials and services, the same have generally been made at
 prevailing price list rates of the Company, except in cases where
 similar goods, materials and services were not sold to any other party
 and for which market prices are not available and therefore, we are
 unable to compare prices to determine whether the same were reasonable;
 
 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, the provisions of Section 58A and 58AA or any
 other relevant provisions of the Companies Act, 1956 and the Companies
 (Acceptance of deposits) Rules, 1975 with regard to the deposits
 accepted from the public. According to the information and explanations
 given to us, no order has been passed by the Company Law Board or
 National Company Law Tribunal or Reserve Bank of India or any Court or
 any other Tribunal on the Company in respect of the aforesaid deposits;
 
 vii. On the basis of the internal audit reports broadly reviewed by us,
 we are of the opinion that, the coverage of internal audit functions
 carried out by firms of Chartered Accountants appointed by the
 management, needs to be increased so as to commensurate with the size
 of the Company 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 for the
 maintenance of cost records under section 209 (1) (d) of the Companies
 Act, 1956 in respect of the Companys products to which the said rules
 are made applicable, and are of the opinion that prima-facie, the
 prescribed accounts and records have been made and maintained. We have,
 however, not made a detailed examination of the records since the same
 will be carried out by the Cost Auditors with a view to determine
 whether they are accurate;
 
 ix. (a) According to the information and explanations given and records
 of the Company examined by us, in our opinion the Company is generally
 regular in depositing undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Customs
 Duty, Excise Duty, Cess and other material statutory dues with the
 appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of Income Tax,
 Wealth tax, Service Tax, Customs Duty, Excise Duty and Cess which have
 not been deposited on account of any dispute.
 
 The particulars of dues of Sales Tax and Income Tax as at 31st March,
 2011 which have not been deposited on account of a dispute are as
 follows :-
 
 Nature of statute  Nature of Dues   Rs. in lacs   Period To which 
                                                   it relates
 
                    Sales Tax        24.75         Various Demands For
 Sales Tax Act                                     1987-88 To 1994-95
                                                   And 2005-06
 
 Income Tax         Assessment Dues  41.00         A.Y. 2002-03
 Act,1961           (Hyderabad)
 
 Nature of statue   Forum where dispute is pending
 
 Sales Tax Act      Various Appellate Stages In Sales Tax Dept.
 
 Income Tax         CIT Appeals
 Act,1961
 
 x. The Company has no accumulated losses at the end of the year and has
 not incurred cash losses in the current year and in the immediately
 preceding financial year.
 
 xi. On the basis of the records examined by us and according to the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to financial institutions and banks as at the
 balance sheet date;
 
 xii. As explained to us, the Company has not granted any loans or
 advances on the basis of security by way of pledge of shares,
 debentures or any other securities;
 
 xiii. As informed to us the provision of any special statue applicable
 to chitfund / niddhi /mutual benefit fund/societies are not applicable
 to the Company;
 
 xiv. In our opinion the Company is not dealing or trading in shares,
 securities, debentures and other investments;
 
 xv. According to the information and explanations given to us and the
 representations made by the management, the Company has not given any
 guarantee for loans taken by others from any bank or financial
 institution;
 
 xvi. In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained;
 
 xvii. According to the information and explanations given to us and on
 an overall examination of financial statements of the Company and after
 placing reliance on the reasonable assumption made by the Company for
 classification of long term and short term usage of funds, we are of
 the opinion that, the funds raised on short term basis have not been
 used for long term investment;
 
 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;
 
 xix. The Company has not issued any debentures during the year;
 
 xx.  The Company has not raised any money by public issue, during the
 year;
 
 xxi. According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the course of our audit. However, as informed to us, a case of
 misappropriation of funds through falsification of documents resulting
 in a minor fraud to the extent of approximately Rs. 20 lakhs has been
 noticed during the year. As further informed to us, the Company has
 taken adequate follow up action and recovered the amount.
 
 
                                                   For and on behalf of
                                               M. T. Ankleshwaria & Co.
                                                  Chartered Accountants 
                                              Registration No : 100501W
 
                                                  Madhu T. Ankleshwaria
                                                             Proprietor 
                                                 Membership No :- 30128
 
 Place: Mumbai 
 Date : 3rd May, 2011