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DHIRAJ & DHEERAJ CHARTERED ACCOUNTANTS

Independent Auditor's Report

To, Mr.Amit Gupta, The Resolution Professional Unimark Remedies Limited IP Reg No.: IBBUIPA-001/IP-P00016/2016-17/10040

1. The Hon'ble National Company Law Tribunal, Mumbai ("NCLT") by an order dated April 3, 2018 admitted the Corporate Insolvency Resolution Process ("CIRP'') application filed against Unimark Remedies Limited and appointed Mr. Amit Gupta, Chartered Accountant as the Interim Resolution Professional in terms of the Insolvency and Bankruptcy Code, 2016 ("Code") to manage the affairs of the Company as per the provisions of the Code. Further, the committee of creditors constituted during the CIRP has confirmed appointment of Mr. Amit Gupta as the Resolution Professional ("RP") on May 3, 2018 of the Company. In view of on-going CIRP the powers of Board of Directors has been suspended in terms of Section 17 of the code and as explained to us, the powers of adoption of this Standalone Financial Statements presently vests with the RP under the provisions of Code.

2. As per Section 134 of the Companies Act, 2013, the Standalone Financial Statements of a company are required to be authenticated by the chairperson of the Company , where authorised by the Board or at least two directors, of which one shall be the managing director or the CEO (being a director), the CFO and the Company Secretary where they are appointed. Under Code, such powers shall vest with the Resolution Professional Mr. Amit Gupta.

Report on the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of UNIMARK REMEDIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and notes to the Standalone Financial Statements including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the aforesaid Standalone Financial Statements 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, of the state of affairs of the Company as at 31 March 2019, and its loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We refer to the following notes to the Standalone Financial Statement;

a. As detailed in Note No. 29 to the Standalone Financial Statements, in respect of initiation of Corporate Insolvency Resolution Process (CIRP) and preparation of Standalone Financial Statements of the Company on going concern basis for the reasons stated therein. The accumulated losses of the Company as at March 31, 2019 amounting to Rs. 1,18,236.18 Lakhs, exceeded its net worth. Under the current CIRP, "The Resolution Professional has filed Miscellaneous Application No 23/2019 (in CP No. 197/IBC/NCLT/MB/MAH/2018) with the Adjudicating Authority, the Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai for approval of the Resolution Plan (approved by CoC with a vote of 72.25%) on 3rd January 2019 and the same is pending to be decided. Meanwhile the Hon'ble NCLT has passed a split verdict order on the application filed by Corporation bank, a dissenting Financial Creditor, seeking fresh valuation of assets of the Corporate Debtor. Pending decision of the said order/application of Corporation Bank by a special bench/principle bench or an appropriate authority, the miscellaneous application filed by Resolution Professional among other miscellaneous applications, has been put on hold for decision. However the RP has filed an appeal against the said order on various grounds before

NCLAT.

ltjl

'RED ACC'

511/512, Atlanta Estate, Opp. Westin Hotel, Western Express Highway, Goregaon (East), Mumbai - 400063 Tel.: 022-29277196/97/98 Email: info@cadhiraj.com Website: www.cadhiraj.com

Currently, various initiatives have been taken to continue and improve the operations of the company, increase its customer base, optimize plant utilization, improvising operational efficiencies, renegotiation of contracts and other cost control measures to improve the company's operating results and cash flows. Considering all these the Standalone Financial Statements of company are continued to be prepared on the going concern basis by the Management/Resolution Professional. However improvement in operating results and cash flows is mainly depended on pending approval of company Molecules by USFDA and revocation of warning letter issued to the Company for Vapi/Bwr la Plants.

b. As stated in Note No. 43 to the Standalone Financial Statements, wherein external confirmations reconciliations are not available in respect of trade receivables, certain bank balances and trade payables. The company is unable to quantify the impact, if any, arising from the confirmations I reconciliations of balances / loss assessment. The Company has not made any provision for loss allowance in these financial statements on such trade receivables / trade payables/bank balances,

c. As detailed in Note No. 1(ii-a) to the Standalone Financial Statements, the Company is required to adopt Indian Accounting Standards from FY 2017-18 as per the Companies (Indian Accounting Standards) Rules, 2015. However, Standalone Financial Statements of the company are not prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with the

Companies (Indian Accounting Standards) Rules, 2015, as amended hence impact on conversion has not been ascertained.

d. The Company does not have any formal internal or external internal audit system which in our opinion needs to be in place, as commensurate with the size and the nature of its business.

e. As stated in Note No. 45 to the Standalone Financial Statements, the Company is yet to discharge majority

statutory liabilities with concerned government authorities and failed to comply by filing necessary returns

under various Acts which were outstanding for the period before commencement of CIRP on April 3, 2018 and

has also not provided for interest / penalty for such default.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of

the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's

Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent

of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India

together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements

under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the

Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2019. These matters were addressed

in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the Key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our qualified audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter Flow the Matter was addressed in our audit

We draw attention to Note 12(a) to the Standalone

Financial Statements regarding Intangible assets under

development of Rs. 19,218.55 Lakhs (recognised at cost)

which represents 33% of total assets of the company.

The management contention about non-impairment of

Intangible assets under development for certain molecule

drugs according to various factors mentioned in said note

and pending approval from US FDA.

Our audit procedures included considering th e appropriateness of the Company's accounting policies fo r Intangible assets and assessing compliance uncle r Accounting Standard (AS)-26.

• understanding the company's policy of recognition and capitalisation of Research and Development expenditure;

obtaining the details of prospective market for each of

these drugs i.e. molecules from the management;

assess management contention about the feasibility to

generate probable future economic benefit;

The management represented that the company has

filed 21 Abbreviated New Drug Application (ANDA)

of which 4 ANDA got approval from US FDA and

the Company is marketing the same four products in

the US Market. However, for the 17 ANDA the

approval is awaited from US FDA due to warning

letter issued by the US FDA in August-2016 to the

Company. Hence, the company is carrying the cost

incurred since 2009-10 under the head Intangible

assets under development in view of the delay

happened in approval front the US FDA and this

expenditure has not been capitalised under intangible

asset by the management till 31st March, 2019 due to

reasons cited above.

• Under the current CIRP process, the resolution

professional has made an application for approval of

resolution plan before NCLT and the Hon'ble NCLT

has passed a split verdict order on the application

filed by Corporation bank, a dissenting Financial

Creditor, seeking fresh valuation of assets of the

Corporate Debtor. Pending decision of the said

order/application of Corporation Bank by a special

bench/principle bench or an appropriate authority, the

miscellaneous application filed by Resolution Professional among

other miscellaneous applications, has been put on

hold for decision, However, the RP has filed an

appeal against the said order on various grounds

before Hon'ble NCLAT.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon,

The Company's :vlanagetnent/Resolution Professional is responsible for the other information. The other information comprises the information included in the Annual Report, but does riot include the Standalone Financial Statements and our Auditor's Report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information; we are required to report that fact. Further we have not been

provided with the other information comprises the information included in the Annual Report hence we are

not able to comment on the same and we have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Management/Resolution Professional is responsible for the matters started in Section 134(5) of

the Companies Act. 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements,

that give a true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 (as

amended). This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act: safeguarding the assets of the Company; preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that

are reasonable and prudent; and design. implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view

and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Company's Management/Resolution Professional is

responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company's Management/Resolution Professional are also responsible for overseeing the Company's financial reporting process.

Further, as per section 134 of the Companies Act, 2013, the Standalone Financial Statements of a Company are

required to be authenticated by the Chairperson of the Company , where authorized by the Board or at least two Directors, of which one shall be the Managing Director or the CEO (being a Director), the CFO and the

Company Secretary where of which one shall be the Managing Director or the CEO (being a Director). The CFO and the Company Secretary where they are appointed. In view of the pendency of Corporate Insolvency Resolution Process (CIRP), these powers are, including aforementioned responsibility for the Standalone

Financial Statements, in terms of the code, presently vested with Mr. Amit Gupta as Resolution Professional (ftP) to carry out the functions of the Company in his capacity as the RP from April 3. 2018 as per the

provisions of the Code read with relevant regulations and guidelines. Further, pursuant to the order of NCLT. a public announcement of CIRP was made on April 9, 2018 and a Committee of Creditors (COC) was formed pursuant to the provisions of the code and COC held their first meeting on May 3, 2013 and inter alia confirmed Interim Resolution Professional as Resolution professional (RP) for the Company.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our

opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by Management/Resolution Professional.

• Conclude on the appropriateness of management's/Resolution Professional use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the

related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the

disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

In view of the pendency of Corporate Insolvency Resolution Process (CIRP), the powers of board of directors

including responsibility for the Standalone Financial Statements, in terms of the code, now vested with Mr. Amit

Gupta as Resolution Professional (RP) to carry out the functions of the Company in his capacity as the RP •

We communicate with those charged with governance and RP regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance and RP with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance and RP , we determine those matters that were of most significance in the audit of the Standalone Financial Statements for the financial year ended March 31, 2019 and are therefore the Key Audit Matters, We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication,

Emphasis of Matter

a. We draw attention to Note 46 to Standalone Financial Statements that the Statutory Audit of Standalone Financial

Statements for the year ended March 31, 20 1 8 in accordance with accounting principles generally accepted in India

including the Accounting Standard specified under section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014, audited by the predecessor auditors whose report for the year ended March 31, 2018 dated

December 12, 2018. have expressed an modified audit opinion on those Standalone Financial Statements,

MBA

b. As detailed in Note No. 42(vi) to the Standalone Financial Statements, in respect of various claims being submitted by the financial creditors, operational creditors, workmen or employee and authorized representative of workmen and employees of the Company to the Resolution Professional pursuant to the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation 2016 that are currently under consideration and reconciliation. The impact of such claims other than already appearing in books of accounts, if any in the financial statements will be considered by the Company on reconciliation / admission of such claims by the RP.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

I) As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of the India in terms of Section 143(11) of the Act, we give in Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained except for the matters described under "Basis for qualified opinion'' paragraph all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the Standalone Financial Statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the Standalone Financial Statements of the Company are not prepared in accordance with

the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read

with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The company has continued to prepare its Standalone Financial Statements in accordance with Generally Accepted Accounting

Principles in India (GAAP) except for the matters described under "Basis for qualified opinion" paragraph

comply in all material aspects with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) rules, 2014 and the provisions of the Companies Act, 2013 as amended,

e) the matters described in the Basis for Qualified Opinion paragraph, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on 31st March, 2019, none of the

directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act. However, this was not taken on record by the Board of Directors as Corporate Insolvency Resolution process (CIRP) is initiated against the Company and the powers of the Board are suspended during the CIRP.

the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph;

h) We have also audited the internal financial controls over financial reporting (1FC0FR) of the Company as

at 31 March 2019 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date and our report as per Annexure B expressed a qualified audit opinion.

i) In our opinion and as per information and explanation provided to us. the managerial remuneration for the year ended March 31, 2019 has been paid/provided by the Company to its directors in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;

g)

j) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. As detailed in Note 42(i) to the Standalone Financial Statements, the Company has disclosed the impact of pending litigations on its standalone financial position except the effect of pending claim under reconciliation with RP;

ii. The Company has made provision as at March 31, 2019, wherever required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts. Refer Note 47

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Dhiraj & Dheeraj Chartered Accountants FRN: 01 2454W

Pi sh Patni Partner M. No.: 143869

Place: Mumbai Date: October 15, 2019

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MFG ACCO'4, •

UDIN: I91-13$69 A AAA DS92_52

Annexure A to the Independent Auditor's Report of even date to the members of Unimark Remedies

Limited, on the Standalone Financial Statements for the year ended 31 March 2019:

Based on the audit procedures performed for the purpose of reporting a true and fair view on the

Standalone Financial Statements of the Company and taking in to 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 that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained , the Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years,. However no evidence of such physical verification done was produced to us during the course of audit hence we are unable to comment on the same,

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties (freehold and leasehold) are held in the name of the Company.

ii. According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. No material discrepancies were noticed on the aforesaid verification;

iii. The Company had granted secured loans to a company and a director covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) In our opinion, the terms and conditions of the loans granted by the company having regard to the cost of funds to the company are prejudicial to the interest of the company;

(b) The schedule of the repayment of the principal has not been stipulated; hence we are unable to comment as to whether repayments are regular,

(c) As the schedule of repayment has not been stipulated and considering the provision for such loans, we are unable to comment whether any amount is overdue and whether reasonable steps have been taken by the company for recovery of the principal. However, the company has made a provision / written off of secured and unsecured loan granted to associate company.

iv. In our opinion and according to the information and explanations given to us, the company has

complied with the provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security,

v. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi. 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 sub-section (I) of Section 148 of the Act in respect of Company's products and services 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 cost records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us, undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, goods and service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases, The amounts payable in respect of these statutory dues which were outstanding as on March 31, 2019 for a period of more than six months from the date they became payable are given in Appendix-1 to this report.

The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are given in Appendix-I1 to this report.

viii. The Company has defaulted in repayment of dues to financial institutions, government and banks during the year, which were not paid as at the Balance Sheet date. Further there were no dues payable to debenture holders during the year. Amount of default as on the Balance Sheet date in repayment of loans and interest are given in Appendix-III to this report.

The company has not paid any amount out of the defaulted repayment of dues to financial institutions, government and banks during the year.

ix. According to the information and explanations given to us, the Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) or term loan during the year.

x. According to the information and explanations given to us, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

xi. In our opinion and as per information and explanation provided to us, the managerial remuneration for the year ended March 31, 2019 has been paid/provided by the Company to its directors in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable

xiii. In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Para 3 (xiv) of the order are not applicable to the Company.

xv. According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

xvi. In our opinion and according to the information and explanations given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Dhiraj & Dheeraj Chartered Accountants FRN: 010 454W ak BHF

a. r. Piy sh Patni Partner M. No.: 143869

Place: Mumbai D raNr

Date: October 15, 2019

uDIN : 51113i 69 AAOADSO 253

Appendix- I

Statute Nature Amount Period to which Status (Rs. in lacs) amount relates

Income Tax Act, 1961 Tax deducted at source

380.27 FY 2016-17 & FY 2017.18

Not paid till date

State VAT and Profession Tax

VAT and Profession Tax

107.45 FY 2017-18 Not paid till date

Employees' State Insurance Act, 1948

ESIC payable 12.71 FY 2017-18 Not paid till date

Employees' Provident Funds & Miscellaneous Provisions Act, 1952

PF Contribution 54.90 FY 2017.18 Not paid till date

Appendix-II

Name of the Statue

Nature of the

dues

Amount

(Rs. in lacs)

Amount

paid under

protest

Period to which

the amount relates

Forum where

the dispute is

pending

Income tax Act 1961 -

Income Tax 11.79 - 2010-11 ITAT, Mumbai

Income Tax-

Act 1961 Penalty 336.16 - 2001-02 to 2006 —

07 Bombay High

Court

Income Tax Act 1961

Income Tax 38.95 - 2008-09 CIT(A)

Income Tax Act 1961

Income Tax 1.17 - 2015-16 CIT(A)

Finance Act, 1944

Service Tax 20.86 - 2016-17 Central Excise Division Office

- Vapi

Central Excise Act, 1944

Excise duty & Penalty

95.72 (59.82) 2009-10 CESTAT, Ahmedabad

Central Excise Act, 1944

Excise duty & Penalty

119.14 (13.39) 2007-08 CESTAT, Ahmedabad

Central Excise Act, 1944

Rebate claim Rejection Duty + Penalty

125.66 - 2009-10 Commissioner- Mumbai

Central Excise Act, 1944

Duty and Penalty

78.00 (72.36) 2017-18 Commissioner- Appeal- CGST

& Central Excise

iZT

En i\CL' •

Custom Act Duty + Fine 2021.50 (300.00) 2007-08 Supreme Court of India

Custom Act Duty + Interest 845.24 (376.20) 2012-13 DRT Kolkata

Custom Act Penalty 978.19 - 2007-08 Supreme Court of India

Custom Act Duty + Interest 900.00 - Pending Advance

Authorisation

Custom Act Penalty 30.00 - DGFT Mumbai

Sales Tax Refund Claimed 57.00 - 2008-09 Dy. Commissioner

Ahmedabad

Sales Tax ITC Excess reduced

12.72 - 2011-12 VAT Tribunal, Ahmedabad

Sales Tax Refund Claimed 51.59 - 2008-09 S.T.O. Goa

Sales Tax Assessment 4.46 - 2014-15 A.O. Ahmedabad

Sales Tax Demand of Duty+ Penalty + Interest

44.06 - 2017-18 Asst. Comm. Sales Tax Parwanoo

Sales Tax Liability for non-submission of forms

28.08 - 2013-14 Dy. Comm. Of Sales Tax, Mumbai

Sales Tax Demand of non- payment of Dues

63.68 - 2015-16 Sales tax, Maharashtra

Appendix- III

Name Total Amount (Rs. In Lakhs)

(i) Financial Institutions

Export Import Bank of India 11,916

(ii) Government

Department of Science & Technology 561

(iii) Banks

ICICI Bank Limited 15,328

State Bank of India 10,051

Central Bank of India 8,505

Corporation Bank 8,248

Citi Bank, N.A. 8,296

Bank of India Limited 7,774

Bank of Baroda 7,278

Bank of Maharashtra 6,419

Assets Care & Reconstruction Enterprise Ltd. (ACRE) (Debt of DBS Bank Limited)

4,368

Omkara Assets Reconstruction Private Limited (Debt of New India Co-op Bank Limited)

3,687

IDBI Bank Limited 3,544

Standard Chartered Bank 3,482

Jammu & Kashmir Bank 3,006

Hongkong and Shanghai Banking Corporation (HSBC) — Hongkong

2,657

Hongkong and Shanghai Banking Corporation (HSBC) 1,637

DBS Bank Limited 1,069

. ,-.."....,*-7.:-..--:..N. ,.

Annexure B to the Independent Auditor's Report of even date to the members of Unimark Remedies Limited,

on the Standalone Financial Statements for the year ended 31 March 2019.

Annexure B

Independent Auditor's Report on the Internal Financial Controls under Clause 0) of Sub-section 3 of Section

143 of the Companies Act, 2013 ("the Act")

I. In conjunction with our audit of the Standalone Financial Statements of UNIMARK REMEDIES

LIMITED ("the Company") as at and for the year ended 31 March 2019, we have audited the internal financial controls over financial reporting ("IFCoFR") of the Company as at that date.

Management's Responsibility for Internal Financial Control

2. The Company's Management/Resolution Professional is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the

Company's business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of

India ("the 'CAI") and deemed to be prescribed under section 143(10) of the .Act, to the extent applicable to an audit of 1FCoFR, and the Guidance Note on Audit of internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the ICAL Those Standards and the Guidance Note require that

we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

5. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Company's IFCoFR, We concludes that misstatements, individually or in the aggregate, are material, but not pervasive, to the Standalone Financial Statements,

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's IFCoFR include those policies and

procedures that (I) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorisations of Management/Resolution Professional of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate

Qualified opinion

8. According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Company's IFCoFR as at 31 March 2019:

a) The Company is required to adopt Indian Accounting Standards from FY 2017-18 as per the Companies (Indian Accounting Standards) Rules, 2015. However, Standalone Financial Statements of the company are not prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with the Companies {Indian Accounting Standards) Rules, 2015, as amended.

b) The Company does not have formal internal or external internal audit system which in our opinion needs to be in introduced to be in commensurate with the size and the nature of its business.

c) The Company's internal control in relation to prior year transactions / exceptional items as mentioned in Note No 27 to the Standalone Financial Statements) was not operating effectively. This has during the year resulted in inappropriate adjustment of such transactions from the Statement of Profit & Loss, which was not in accordance with generally accepted accounting principles and consequently, resulting in a material misstatement on the loss for the year ended March 31 2019.

9. A 'material weakness' is a deficiency, or a combination of deficiencies, in IFCoFR, such that there is a reasonable possibility that a material misstatement of the company's annual or interim Standalone Financial Statements will not be prevented or detected on a timely basis.

10. In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India

11. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the Standalone Financial Statements of the Company as at and for the year ended 31 March 2019, and these material weaknesses have affected our opinion on the Standalone Financial Statements of the Company and we have issued a qualified audit opinion on the Standalone Financial Statements.

For Dhiraj & Dheeraj Chartered Accountants FRN: 010 454W

Piynsli Patni Partner MU a M. No,: 143869

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