To,

The Members,


M/s. BOSTON BIO SYSTEMS LTD.,

AHMEDABAD

We have audited the attached Balance Sheet of M/s. BOSTON BIO SYSTEMS LTD., as
at 31st March, 2011 and the annexed Profit and Loss Account and cash flow
statement for the year ended on that date. These financial statements are the
responsibility of the Company’s Management. Our responsibility is to express an
opinion on these financial statements bases 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 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 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 (Auditors Report) Order,2003 issued by the Central Govt.
of India in terms of section 227 (4A) 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:

(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 accounts as required by law have been kept by the
Company so far as appears from our examination of such books.

(c) The Balance Sheet and the Profit & Loss Account referred to in this report are
in agreement with the books of account.

(d) In our opinion and to the best of our information the said Balance Sheet and Profit
& Loss Account and cash flow statement comply with the Accounting standard referred to
in section 211(3c) of the companies act, 1956.

(e) On the basis of written representations received from the directors, as on 31st,
March, 2011 and taken on record by the Board of Directors, we report that none of the
directors is disqualified as on 31st March, 2011 from being appointed as a
director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956.

(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 gives a true and fair view in conformity with the accounting
principles generally accepted in India:-

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company
as at 31st March, 2011 and

ii. In so far as it relates to the Profit & Loss Account, of the loss of the
company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flow for the year ended on
that date. 


  

    

    
Rao & Associates,
  
  

    

    
Chartered Accountants
  
  

    

    
Sd/
  
  

    

    
(R.B. MENON)
  
  

    
Date : 03/09/2011 
    
PARTNER
  
  

    
Place :MUMBAI 
    
MEM.NO. 31305
  



ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2011

i) The Company has maintained proper records to show full particulars including
quantitative details and situation of fixed assets.

ii) The fixed assets have been physically verified by the management at reasonable
intervals during the year and no material discrepancies were noticed on such verification
as compared with the available records.

iii) All Fixed Assets of the company have been disposed off during the year.

iv) The stock of finished goods, and raw materials have been physically verified by the
management during the year. In our opinion, the frequency of verification is reasonable.

v) The procedure followed by the management for physical verification of stocks is
reasonable and adequate in relation to the size of the company and the nature of its
business.

vi) On our basis of examination of stock records, we are of the opinion that the record
of stocks is fair and proper in accordance with the normally accepted accounting principle
and no material discrepancies were noticed on physical verification.

vii) There is no loans, secured and unsecured, taken by the company to/from companies,
firm or other parties covered in the register maintained u/s. 301 of the Co.Act, 1956.

viii) Interest free Loans and Advances in the nature of loans have been given to
employees and other parties who were generally regular in repaying the principal as
stipulated. Where there is delay in repayment, the company has taken reasonable steps to
recover the same.

ix) In our opinion and according to information and explanations given to us, there are
adequate internal control procedures commensurate with the size of the Company and the
nature of its business for financial activities.

x) 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.

xi) In our opinion and according to the information and explanations given to us, the
provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of
deposits) Rules, 1957 are not applicable as the company has not accepted and deposits from
the public.

xii) The company does not have any formal system of internal audit. However in our
opinion and according to information and explanations given to us, the internal control
procedures are adequate. Considering the size and nature of business of the Company.

xiii) The Provisions of section 209(1)(d) of the Companies Act, 1956 regarding the
maintenance of cost records are not applicable to the company.

xiv) As informed to us the provision of Provident Fund Act, Employees State Insurance
Act provisions of investor education and protection fund, customs duty, excise duty and
cess are not applicable to the Company during the year under review.

xv) The Company is regular in depositing with appropriate authorities undisputed
statutory dues including Income-Tax, Wealth Tax, Service Tax and other material statutory
dues applicable to it.

xvi) According to the information and explanations given to us no disputed amounts in
respect of Income-Tax, Wealth-tax, Sales-Tax, Customs-Duty and Excise-Duty were
outstanding as at 31st, March, 2011 for a period of more than six months from
the date they become payable. (xvii) According to the information and explanations given
to us and based on the generally accepted audit procedures carried out by us no personal
expenses of employees or directors have been charged to Revenue Account, other than those
payable under contractual obligations or in accordance with generally accepted business
practice.

xvii) The Company has accumulated losses at the end of the financial year and it has
incurred losses in the current and in immediately preceding financial year.

xviii) 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 defaulted in repayment of
dues to financial institution, banks or debenture holders.

xix) 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.

xx) The provisions of any special statute applicable to Chit Funds, Nidhi, or Mutual
Benefit Society/fund do not apply to the Company. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor’s Report) Order, 2011 (as amended) are not
applicable to the Company.

xxi) The Shares and other securities have been held by the Company, in its own name as
explained to us and proper records in respect thereof have been maintained.

xxii) According to the information and explanation given to us, the Company has not
given any counter guarantee for loans taken by any other person/firms/companies.

xxiii) According to the information and explanations given to us and on an overall
examination of the balance sheet and cash flow statement of the Company, we report that no
funds raised on short-term basis have been used for long-term investment.

xxiv) The Company has not made any preferential allotment of shares to parties or
companies covered in the register maintained u/s 301 of the Co., Act, 1956.

xxv) The Company did not have any outstanding secured debentures during the year.

xxvi) The Company has not raised any money through a public issue during the year under
review.

(xxviii) Based upon the audit procedures performed for the purpose of reporting the
true and fair view of the financial statements and as per the information and explanations
given by the management, we report that no fraud on or by the Company has been noticed or
reported during the course of our audit.

(xxix) The Company is not a sick Company as per the provisions of SICA, 1985. 


  

    

    
Rao & Associates,
  
  

    

    
Chartered Accountants
  
  

    

    
Sd/
  
  

    

    
(R.B. MENON)
  
  

    
Date : 03/09/2011
    
PARTNER
  
  

    
Place :MUMBAI 
    
MEM.NO. 31305