[~~W ~ltl~wl &fu (Q;(Q)" DFK International ~i)ifl( Philippine Independent Member ~"""""'"

Transcription

1 [~~W ~ltl~wl &fu (Q;(Q)" Certified PubOic Accountants DFK International ~i)ifl( Philippine Independent Member ~"""""'" INDEPENDENT AUDITORS' REPORT The Board of Directors CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiary of Claris Lifesciences Ltd. - India) 11th Floor, City Tower, 122 Valero Street Salcedo Village, Makati City We have audited the accompanying financial statements of, CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiary of Clans Lifesciences Ltd. - India), which comprise the Financial Position as at December 31, 2014 and 2013, and the Statements of Income and Deficits, and Statements of Cash Flows for the years then ended, together with a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Philippine Financial Reporting Standards for Small and Medium-Sized Entities (PFRS for SMEs), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors'Responsibilihj Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. ~.i 12th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City PHILIPPINES Tel it (+632) to 62; (+632) Fax it (+632)

2 -2- Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of, CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiary of Clans Lifesciences Ltd. - India), as at December 31, 2014 and 2013, and its financial performance and cash flows for the years then ended, in accordance with Philippine Financial Reportin.g! Standards for Small and Medium-Sized Entities (PFRS for SMEs). Report on the Supplementary Information Required Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on Note 5 and Note 6 to the financial statements is presented for purposes of filing with the Bureau of Internal Revenue and is not a required part of the basic financial statements. Such supplementary information is the responsibility of management and has been subjected to the auditing procedures applied in our audit of the basic financial statements. In our opinion, the supplementary information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ACYATAN & CO., CPAs BOA/PRC Reg. No Issued on Expiring on SEC Accreditation No F Issued on Expiring on A!JA~--~ ARMINDA T. XCYATAN-GUERRERO Managing Partner CPA Certificate No SEC Accreditation No A Issued on Expiring on TIN BIR A.N Issued on Expiring on PTR No Issued on at Mandaluyong City February 19, 2015 Mandaluyong City-Philippines..~. OUR SEAL

3 SUPPLEMENTAL STATEMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (In compliance with SRC Rule 68) The Board of Directors and Stockholders CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) 11th Floor, City Tower, 122 Valero Street Salcedo Village, Makati City We have examined the financial statements of CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiary of Claris Lifesciences Ltd. - India) for the year ended December 31, 2014, on which we have rendered the attached report dated February 19, In compliance with Securities Regulation Code Rule 68, we are stating that the said company has a total number of one (1) stockholder owning one hundred (100) or more shares each. ACYATAN &CO.,CPAs BOA/PRC Reg. No Issued on Expiring on SEC Accreditation No F Issued on Expiring on AjA~--~ ARMINDA T. ttyatat;j--guerrero Managing Partner CPA Certificate No SEC Accreditation No A Issued on Expiring on TIN BIRA.N Issued on Expiring on PTR No Issued on at Mandaluyong City February 19, 2015 Mandaluyong City-Philippines 12th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City I'HILIPPINES Tel If (+632) to 62; (+632) Fax If (+632) n www,acyatanc~'a,com

4 (A Wholly Owned Subsidianj of Clans Lifesciences Ltd. - India) STATEMENTS OF FINANCIAL POSITION As of December 31, 2014 and 2013 (In Philippine Pesos) Notes ASSETS CURRENT ASSETS Cash Trade and Other Receivables Inventories Other Current Assets ,617,484 7,244,432 22,276,088 9,752,285 19,916,386 25,976,426 5,931,075 5,607,895 50,741,033 48,581,038 NON-CURRENT ASSETS Property and Equipment, Net ,360 82,007 Other Non-Current Assets , , , ,071 TOTAL ASSETS 51,091,457 48,937,109 LIABILITIES AND CAPITAL DEFICIENCY CURRENT LIABILITIES Trade and Other Pay ables ,125,810 50,142,318 Income Tax Payable ,434 TOTAL LIABILITIES 51,125,810 50,'132,751 CAPITAL DEFICIENCY Share Capital ,200,000 10,200,000 Share Premium , ,561 Deficit 4.8 (10,404,914) (11,866,203) (34,353) (1,495,643) TOTAL LIABILITIES AND CAPITAL DEFICIENCY 51,091,457 48,937,109 (See Accompanying ) -.,

5 (A Wholly Owned Subsidiary of Claris Lifesciences Ltd. - India) STATEMENTS OF INCOME AND DEFICITS For the Years Ended December 31, 2014 and 2013 (In Philippine Pesos) Notes NET SALES ,755, ,288,594 COST OF SALES 4.10 (285,874,752) (130,194,680) GROSS PROFIT 9,880,320 8,093,914 OTHER INCOMF/(LOSS) 4.11 (404,081) (744,437) TOTAL INCOME 9,476,238 7,349,477 OPERATING EXPENSES Salaries, Wages and Allowances 2,913,450 2,990,531 Taxes and Licenses 1,082,270 1,251,497 Professional Fee 222, ,252 Rental , ,800 Bank Charges 646, ,730 Utilities 66, ,702 Communication 105, ,899 Stationeries and Supplies 37,424 43,078 Depreciation 27,250 41,144 Selling and Marketing 22,570 20,155 Other Expenses ,862,057 1,010,844 7,381,688 6,861,633 PROFIT BEFORE TAX 2,094, ,844 INCOME TAX EXPENSE 4.15 (633,261) (462,905) PROFIT FOR THE YEAR 1,461,289 24,940 DEFICITS AT JANUARY 1 (11,866,203) (11,891,143) DEFICITS AT DECEMBER 31 (10,404,914) (11,866,203) (See Accompanying ) "

6 (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) ST ATEMENTS OF CASH FLOWS For the Years Ended December 31, 2014 and 2013 (In Philippine Pesos) Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit Before Tax 2,094, ,844 Adjustments for: Depreciation Expense ,250 41,144 Operating Income Changes in Assets and Liabilities 2,121, ,989 (Increase)/ Decrease in Assets: Trade and Other Receivables 4.2 (12,523,803) (170,992) Inventories 4.3 6,060,040 (21,779,221) Other Current Assets 4.4 (323,181) (1,216,712) Increase/ (Decrease) in Liabilites Trade and Other Payables ,492 28,886,499 Cash Generated/ (Used) from Operation (3,681,651) 6,248,563 Income Tax Paid (923,695) (406,865) Net Cash Provided/ (Used) by Operating Activities (4,605,346) 5,841,698 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Property and Equipment 4.5 (21,602) (29,732) (Acquisition)of Non-Current Assets 4.6 (90,490) Net Cash Used in Investing Activities (21,602) (120,222) NET INCREASE IN CASH (4,626,948) 5,7'21,476 CASH BALANCE AT BEGINNING OF YEAR 7,244,432 1,522,956 CASH BALANCE AT END OF YEAR 2,617,484 7,244,432 (See Accompanying ),'.

7 (A Wholly Owned Subeidiarv of Claris Lifesciences Ltd.- India) NOTES TO FINANCIAL STATEMENTS December 31, 2014 and 2013 NOTE 1- CORPORATE INFORMATION 1.1 Corporate Information CLARIS LIFESCIENCES PHILIPPINES, INC. (the Company) was registered with the Securities and Exchange Commission on August 24, 2006 with SEC Registration No. CS The Company was incorporated primarily to engage in trading of medicines and pharmaceutical products. The Company's parent company is Claris Lifesciences Ltd. which is registered and with principal office based in Ahmedabad - INDIA. The principal office of Claris Lifesciences Philippines, Inc. is located at 11th Floor, Cityland Tower, 122 Valero Street, Salcedo Village - MAKATI CITY. 1.2 Going Concern The Company's operation for the current year resulted to a net income of P 1,461,289. The previously accumulated losses of P 11,866,203 decreased to P 10,404,914 as of December 31, Significant losses were incurred in prior years but have generated positive results (net income) from operations over the current period due to developments in the business. The Management believes that the Company will continue to have positive results in the near coming years. Furthermore, the Parent Company of Claris Lifesciences Philippines, Inc., Claris Lifesciences Ltd.-India has committed to provide financial support to the Company, whenever necessary, to enable the Company to meet its liabilities as and when they falldue. As of December 31,2014, the Company's Total Liabilities exceeded its Total Assets by P34, 353. The financial statements have been prepared on a going concern basis. These financial statements do not include any adjustments relating to the recover ability and classifications of carrying amounts of assets and liabilities that might result, should the company may be unable to continue as going concern. 1.3 Approval for Issuance of Audited Financial Statements On February 19, 2015, the Board of Directors of Claris Lifesciensces Philippines, Inc. approved and authorized the issuance of these audited financial statements as of and for the year ended December 31,2014 (including the comparatives for the year ended December 31, 2013). NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies that have been used in the preparation of these financial statements are summarized below. The policies have been consistently applied to all the years presented, unless otherwise stated. '.

8 (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page Basis of Preparation of Financial Statements Statement of Compliance The financial statements of the Company have been prepared in conformity with the Philippine Financial Reporting Standards for Small and Medium-sized Entities (PFRS for SMEs). Presentation of Financial Statements The financial statements are presented in accordance with the Philippine Financial Reporting Standards for Small and Medium-sized Entities (PFRS for SMEs). The Company opted to present a single statement of income and deficits, as the only change in equity arose from profit or loss only. Functional and Presentation Currency These financial statements are presented in Philippine Peso, which is the Company's functional and presentation currency and all values absolute amounts except when otherwise indicated. Items included in the financial statements of the Company are measured using its functional currency. Functional currency is the currency of the primary economic environment in which the Company operates. 2.2 Cash Cash includes currency or cash items for deposits, petty cash fund, and cash in banks. Cash in Bank consists of peso and US dollar currency deposit in banks with various depository/drawee banks, which are unrestricted and immediately available for use in current operations of the Company. Cash in foreign currency are valued at peso amounts using the closing exchange rate as of the financial reporting date. For purposes of the cash flow statements, cash comprises cash on hand and deposits held at call with banks. 2.3 Trade and Other Receivables Trade receivables, which are based on normal credit terms and do not bear interest, are recognized and carried at original invoice amounts. Where credit is extended beyond normal credit terms, receivables are measured at amortized cost using the effective interest method, At the end of each reporting period, the carrying amounts of trade and other receivables are reviewed to determine whether there is any objective evidence that the amounts are not recoverable. If so, an impairment loss is recognized immediately in profit or loss. If there is objective evidence that an impairment loss on trade and other receivables have been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset shall be reduced either directly or through the use of an allowance account. The amount of the loss shall be recognized in profit or loss.

9 CLARISLIFESCIENCESPHILIPPINES, INC. (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page Inventories Inventories are stated at the lower of cost and selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method. At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognized immediately in profit or loss. 2.5 Prepaid Expenses Prepaid Expenses were incurred against future service potential or assets that may extend beyond the accounting period in which payment was made and/ or service was availed of. These are expenses already paid by the Company but were not yet actually/fully incurred as of the Financial reporting date. These prepaid expenses are capitalized and are amortized over specified periods until such accounts are fully charged to operations. 2.6 Property and Equipment Property and equipment are carried at cost less accumulated depreciation, amortization and impairment losses, if any. The initial cost of property and equipment comprises its purchase price and any directly attributable costs of bringing the asset to working condition and location for its intended use. Such cost includes the cost of replacing part of such property, plant and equipment when that cost is incurred if the recognition criteria are met. It excludes the costs of day-to-day servicing. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognized. Depreciation is computed on the straight-line basis, net of any estimated residual value over the estimated useful lives of the assets, as follows: Useful Life Furniture and Fixture Data Processing Equipment Leasehold Improvements 5 years 5 years 5 years 2.7 Impairment of Assets At each reporting date, items of Property and Equipment and other non-current assets are reviewed to determine whether there is any indication that those assets have suffered impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount.

10 CLARISLIFESCIENCESPHILIPPINES, INe. (A Wholly Owned Subsidian) of Claris Lifesciences Ltd. - India) Page 4 If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognized immediately in profit or loss. Similarly, at each reporting date, inventories are assessed for impairment by comparing the carrying amount of each item of inventory (or group of similar items) with its selling price less costs to complete and sell. If an item of inventory (or group of similar items) is impaired, its carrying amount is reduced to selling price less costs to complete and sell, and an impairment loss is recognized immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset (or group of related assets) is increased to the revised estimate of its recoverable amount (selling price less costs to complete and sell, in the case of inventories), but not in excess of the amount that would have been determined had no impairment loss has been recognized for the asset (group of related assets) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. 2.8 Trade and Other Payables These are liabilities to pay for supplies or services that have been received or supplied and have been invoiced or formally agreed with the supplier. These payables are non-interest bearing and are stated at their original invoice amount since the effect of discounting is immaterial. Payables are recognized initially at the transaction price and subsequently measured at amortized cost using the effective interest method. Accruals are liabilities to pay for goods or services that have been received or supplied but have not been paid, invoiced or formally agreed induding amounts due to employees. It is necessary to estimate the amount or timing of accruals, however, the uncertainty is generally much less than for provisions. 2.9 Provisions and Contingencies Provisions are recognized when an entity obligation (legal or constructive) is incurred as a result of a past event and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made in the amount of the obligation. Contingent Liabilities are not recognized in the financial statements but are disclosed in the notes to financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent asset are not recognized in the financial statements but are disclosed when an inflow of economic benefits is virtually certain Equity Share Capital - is determined using the nominal value shares that have been issued and fully paid. The costs of acquiring Company's own shares are shown as a deduction from equity attributable to the Company's equity holders until the shares are cancelled or reissued. When such shares are subsequently sold or reissued, any consideration received net of directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

11 (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page 5 Share Premium - includes any premiums received on the initial issuing of capital stock. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits. Deficit - includes all current and prior periods' negative results of operations as disclosed in the Statement of Income and Deficits Revenue and Expense Recognition Revenue is recognized when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of the revenue can be measured reliably. Sale of goods is recognized when the risks and rewards of ownership of the goods have passed to the buyer. This is generally when the customer has taken undisputed delivery of goods. Interest Income and Other Income is recognized when earned. Cost and Expenses are recognized in the profit or loss upon utilization of the goods or services or at the date they are incurred Foreign Currency Transactions and Translation Transactions in foreign currencies are recorded using the exchange rate at the date of the transactions. Outstanding monetary assets and liabilities denominated in foreign currencies are restated using the closing exchange rate at the financial reporting date. Foreign exchange gains and losses are taken to the statement of income Related Parties Related party transactions are transfer of resources, services or obligations between the Company and its related parties, regardless whether a price is charged. Parties are considered to be related it one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. This includes: (a) individual owning, directly or indirectly through one or more intermediaries, control or are controlled by, or under common control with the Company; (b) associates; and (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company and close members family of any such individual. In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely on the legal form Leases - Company as Lessee Leases, which do not transfer to the Company substantially all the risk and benefits of ownership of the assets, are classified as operating leases. Operating lease payments are recognized as expenses in profit or loss on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.

12 (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page 6 The Company determines whether an arrangement is, or contains a lease based on the substance of arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset Employee Benefits Short- Term Benefits The Company recognizes a liability net of amounts already paid and an expense for services rendered by employees during the accounting period. Said benefits are measured at the undiscounted amount expected to be paid in exchange for services rendered. Short-term benefits given by the Company to its employees include salaries and wages, staff benefits, social security contributions and 13 th month pay. Retirement Benefits As of December 31, 2014, the Company does not have a formal retirement plan for its employees Income Taxes Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity, if any. Current tax assets or liabilities comprise those claims from, or obligation to authorities relating to the current or prior reporting period, that are uncollected or unpaid at the reporting period. They are calculating using the tax rates and tax laws applicable the period to which they are relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognized as a component of tax expense in profit or loss. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each date of the Statement of Financial Position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized. Deferred tax is charged or credited in the statement of income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

13 (A Wholly Owned Subsidiunj of Claris Lifesciences Ltd. - India) Page Events after Financial Reporting Date Any event after the financial reporting date that provides additional information about the Company's position at financial reporting date (adjusting event) are reflected in the financial statements. Any event after the financial reporting date that is not an adjusting event is disclosed in the notes to the financial statements when material. NOTE 3 - SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS The Company's financial statements prepared in accordance with the Philippine Financial Reporting Standards for Small and Medium-sized Entities (PFRS for SMEs) require management to make judgments and estimates that affect the amounts reported in the financial statements and related notes. Judgment and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual result may ultimately vary from these estimates, and the effect of any change in estimates will be adjusted in the financial statements when they become reasonably determinable. 3.1 Critical Management Judgment in Applying Accounting Principles Management makes judgments in the process of applying the Company's accounting policies. Judgments that have the most significant effect on the reported amounts in the financial statements are discussed below: Operating Lease The Company entered into a lease agreement as a lessee for its principal office. The Company has determined that it does not retain all the significant risks and rewards of ownership of the leased premises. 3.2 Key Sources of Estimation Uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material judgment to the carrying amounts of resources and liabilities within the next financial year: Useful life of Property and Equipment The Company estimates the useful lives of property and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of the property and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets. The carrying amounts of the property and equipment are analyzed in Note 4.5. Based on Management's assessment as at December 31, 2014, there is no change in estimated useful lives of property and equipment during the year. Actual results, however, may vary due to changes in estimates brought about by changes in factors mentioned above.

14 (A Wholly Owned SubsidianJ of Claris Lifesciences Ltd. - India) Page 8 Impairment of Inventory The Company recognizes impairment on inventories whenever net realizable value of inventories become lower than cost due to damage, physical deterioration, obsolescence, changes in price levels or other causes. The impairment is reviewed on a monthly basis to reflect the accurate valuation in the financial records. There was no write-down of inventories in Asset Impairment The Company assesses impairment on its property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The factors considered by the Company which could trigger an impairment review include significant underperformance relative to expected historical or projected future operating results and significant changes in the manner of use of the acquired assets. No impairment loss was recognized in 2014 and Recognition of Deferred Tax Asset The Company reviews the carrying amounts of Deferred Tax Asset at each financial reporting date and reduces the same to the extent it is no longer probable that sufficient taxable profit will be available to allow all or part of the Deferred Tax Asset to be utilized. Significant Management judgment is required to determine the amount of Deferred Tax Asset that can be recognized, based upon the likely timing and level of future taxable profit together with future tax planning strategies. NOTE 4 - SUPPORTING INFORMATION FOR ITEMS PRESENTED IN THE FINANCIAL STATEMENTS 4.1 Cash This account consists of: Cash on hand Cashin bank 12,978 29,097 2,604,507 7,215,335 2,617,484 7,244,432 Cash includes currency or cash items that are for deposit, and peso and dollar deposits in banks which are unrestricted and immediately available for use in current operations. Cash in banks earn interest at the respective bank deposit rates

15 CLARIS LIFESCIENCESPHILIPPINES, INC. (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page Trade and Other Receivables This account consists of: Account receivable - Trade - Net Loans and Advances Advances to Related Parties 15,149,782 5,917 7,120,389 2,677,200 19,808 7,055,278 22,276,088 9,752,285 Advances to Related Parties are short-term, non-interest bearing loans granted to Claris Injectables Ltd. (CIL - India). As of December 31, 2014 the balance of said advances in US Dollar amounts to $ 159, Inventories As of December 31, 2014, the Inventories of the Company are stated at cost. Cost is determined using the first-in, first-out (FIFO) method. The entire inventory pertains to the Goods in Transit in line with the Company's implementation of Just in Time (JIT) system, that is, there is no ending inventory at hand. No allowance for inventory obsolescence was provided by Management as of December 31, 2014 (See Note 3). The balance of Inventories as of December 31, 2014 amounted to P 19,916,386 (P 25,976,426 as of December 31,2013). The Company procures its inventories solely from its Parent Company - Claris Lifesciences Ltd.-India. 4.4 Other Current Assets This account consists of: Input Vat Prepaid Rent Prepaid Tax 4,723,073 5,562,895 45,000 45,000 1,163,002 5,931,075 5,607,895

16 (A Wholly Owned Subsidian; of Claris Lifesciences Ltd. - India) Page Property and Equipment, net This account consists of: Beginning Disposals/ Ending Costs Balance Additions Adjustments Balance Furniture and Fixtures 73,806 17,143 90,949 Data Processing Equipment 176,547 4, ,007 Leasehold Improvements 46,299 46, ,652 21, ,254 Accumulated Depreciation Furniture and Fixtures 37,843 12,590 50,433 Data Processing Equipment 130,503 14, ,163 Leasehold Improvements 46,299 46, ,645 27, ,895 Book Value 82,007 76,360 Management has reviewed the carrying values of its Property and Equipment as of December 31,2014 for any impairment. Based on its evaluation, there were no indications that the assets are impaired. Depreciation Expense included in the statement of income and deficits amounted to P 27,250 in 2014 and P41,144 in Other Non-Current Assets This account consists refundable deposit pertains to rental deposits. The amount is refundable on customer's request upon termination of service, provided that certain terms and condition are met. The balance of this account as of December 31, 2014 and December 31, 2013 are both amounted to P 274, Trade and Other Payables This account consists of: Accounts Payable - Trade Advances from Customers Accrued Expenses Advances from Customer Duties and Taxes 47,967,098 46,832,857 3,025,376 3,241, ,085 57,098 11,251 10,896 51,125,810 50,142,318 Accounts Payable includes obligations/amounts due to the Parent Company USD 379,369 (PhP 16,951,497) as a result of purchases of materials and supplies in the ordinary course of business, and to its Affiliate, Claris Injectables Ltd. USD 694,119 (Php 31,015,600), as a result of transfer of Balances in Slump Sale by the Parent to its Wholly Owned Subsidiary. The balance of this account is stated at the amount of the obligation contracted less paylllents made.

17 CLARIS LlFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page 11 Accrued Expenses pertain to expenses already incurred as of financial reporting date but which are not yet paid including taxes withheld subject for remittance on the next period. These expenses are stated at face value, or at the amounts for which they are to be paid. 4.8 Equity Share Capital Authorized Shares Common Shares Subscribed Balance, at the Beginning of the year Issued During the Year Balance, End of the year 102,000 Shares 102, ,000 Amount in Pesos 10,200,000 10,200,000 10,200,000 10,200,000 10,200,000 Paid-up Capital Share Premium Balance at the Beginning of the year Additions During the Year Balance at the end of the year 10,200,000 10,200, , , , ,561 As of December 31, 2014, the Company has only one (1) stockholder owning 100 or more shares each of the Company's share capital. Deficit During the year ended December 31,2014 the deficit decreased from P 11,866,203 to P 10,404,914 as a result of the generated net income for the year amounting to P 1,461, Net Sales This account consists Gross Sales Sales Discount/ of: Return 295,815,022 59, ,747, ,678 Net Sales 295,755, ,288,594

18 CLARIS LlFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidianj of Clans Lifesciences Ltd. - India) Page Cost of Sales This account consists of: Inventory - Beginning Add: Purchases - net Custom and Other Charges Less: Credit Note (Claris Lifesciences Total Less: Inventory - End Total Ltd.) 25,976,426 4,197, ,067, ,921,259 13,747,604 7,050,358 (1,997,716) 305,791, ,171,106 19,916,386 25,976, ,874, ,194, Other Income/(Loss) This account consists of: Forex gain (loss) Unrealized Forex gain (loss) Interest Income from Bank Other Miscellaneous Income Bad Debts Recovery (387,762) 59,261 (16,744) (930,157) ,980 80,247 (404,081) (744,437) 4.12 Other Expenses This account consists of: Courier Expense Association dues Office Miscellaneous Expenses Transportation Charges Penalty Representation Expenses Expat Expenses 96, ,517 53,457 53,553 41,965 73, , , , , , ,881 1,862,057 1,010,844

19 CLARISLIFESCIENCESPHILIPPINES, INC. (A Wholly Owned Subsidian) of Claris Lifesciences Ltd. - India) Page Commitments and Contingencies Leases - Company as Lessee The Company leases the office space at RM. 1108, 11F, Cityland Herrera Tower 98 V.A. Rufino corner Valero Streets Salcedo Village, 1227 Makati City. for a period of one (1) year (up to January 14, 2014), renewable at the option of the Company under certain terms and conditions. On January 2015 the lease contract was renewed for another one year and such lease agreements were recognized under the same operating lease method. Total rental payments for the year reported in the Statement of Income and Deficits amounted to P 396,000 in December 31,2014 (P352,800 as of 2013). Others There are commitments and contingencies that arise in the normal course of the Company's operations that are not reflected in the financial statements. As of December 31, 2014, Management is of the opinion that losses from these commitments and contingencies will not have a material effect on the Company's financial statements Related Party Transactions In the normal course of business, the Company has transactions with its related parties. A summary of the significant transactions for the year 2014 with related parties is as follows: Outstanding Balance Amount/ Advances d f A vances rom Category To Related Terms Conditions Note Volume Party Related Party Advances to Affiliate ( Claris Injectables 4.14.a Ltd.) 7,120,389 Total 7,120,389 No fixed term; non-interest bearing Unsecured; No impairment a. The Company has temporary advances to its Affiliate (Claris Injectables Ltd - India) which are non-interest bearing and payable within the Company's operating cycle. The balances as of December 31, 2014 and 2013 amounted to P 7,120,389 (US $159,352) in 2014 and P nil in b. The Company sources all of its inventories from the Parent Company. Outstanding payable for purchases as of December 31,2014 amounted to P 16,951,497 (US$ 379,369) and P46,832,857 (US$ 1,057,776.82) in c. Due to a restructuring activity made within the Parent Company, the Accounts Payable of P 31,015,600 (U5$ 694,119) and Loan Advances of P 7,120,439 (U5$ 159,353) by the Company to the Parent Company have been assigned in the Slump Sale to a Group Company named as, Claris Injectables Ltd., India. d. Key officers are provided with allowances while managing the Company's operations in the Philippines. Total allowance given during the year and reported in the Statements of Income and Deficits amount to P 1,667,639 in 2014 and ~571,747 in 2013.

20 (A Wholly Owned Subsidiarf of Claris Lifesciences Ltd. - India) Page Income Tax The Company is subject to Minimum Corporate Income Tax (MOT) which is computed at 2% of gross income, as defined under the tax regulations or to regular corporate income tax, whichever is higher. In 2014, the company is liable for RCIT amounting to P 633,261 as it is RCIT is higher than MCIT. The components of Income tax expense as reported in profit or loss is as follows: Current Income Tax ,261 Deferred Income Tax Income Tax Expense (Benefit) 633, ,905 The reconciliation of tax computed at the applicable statutory rates to tax expense attributable to continuing operations follows: Tax on pretax profit at 30% 628, ,354 Adjustment for income subject to final tax Tax effect of:-- Non-Deductible Unrealized Expense Forex Loss Interest Income from Bank 5,023 (128) 279,047 (70) Current Income Tax 633, ,331 Tax effect of temporary Differences Non- Deductible Expense 37,574 Deferred Income Tax 37,574 Income Tax Expense(Benefit) 633, ,905 The Company's Income Tax Payable is computed as follows: Income Tax Due (RCIT/MCIT) Less: Tax Credit Unused MCIT Creditable Withholding Tax Prepaid Tax - Quarterly Payments 633,261 ~t25,331 1,243, ,820 47,867 87,031 Income Tax Payable (Prepaid Income Tax) (1,163,002) 290,439

21 (A VVholly Owned Subsidianj of Claris Lifesciences Ltd. - India) Page 15 NOTE 5 - SUPPLEMENTARY INFORMATION UNDER RR As required by Revenue Regulations issued by the Bureau of Internal Revenue, the details on taxes, duties and licenses fees paid or incurred during the taxable year is as follows: a. Output Vat for 2014 The Company is a VAT-registered company with VAT output tax declaration of P 35,490,609 for the year based on the amount reflected in the Sales Account of P 295,755,072. The Company has no zero-rated/ exempt sale. b. Input VAT for 2014 Beginning Balance 5,562,895 Current input tax from purchases/payments for: Domestic Purchase of Goods other than Capital Goods 28,058 Importation of Goods Other than Capital Goods 34,570,736 Domestic Purchase of Services 51,993 Input charged against Output during the year (35,490,609) Ending Balance 4,723,073 c. Withholding Tax Withholding Tax on Compensation 621,404 Withholding Creditable Withholding Tax( Expanded) 24,641 Total 646,045 d. Taxes and Licenses Mayor's Business Permit Product Registration Fee Other Government FDA Dangerous Drug Board Fees and Licenses Bureau of Immigration Intellectual Property Office Others Total Taxes and Licenses Less: Total Taxes & Licenses charged to sales 540, , ,957 29,180 24,042 91,163 27,773 1,082,270 Total Taxes and Licenses charged to operating expenses 1,082,270 e. Importation The landed cost of the Company's importations amounted to P 288,089,947 for the year, with paid/accrued amount ofp 13,747,604 as customs duties.

22 (A Wholly Owned SubsidianJ of Claris Lifesciences Ltd. -Lndia) Page 16 f.excise Tax The Company does not have excise taxes accrued since it does not have any transactions subject to excise tax. g. Deficiency Tax Assessment and Tax Cases The Company has no tax cases outstanding of the other open years. or pending in courts or bodies with the BIR in any

23 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO ACCOMPANY INCOME TAX RETUlRNS The Board of Directors and Stockholders CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiary of Claris Lifesciences Ltd. - India) 11thFloor, City Tower, 122 Valero Street Salcedo Village, Makati City We have audited the accompanying financial statements of CLARIS LIFESCIENCES PHILIPPINES, INC. (A Wholly Owned Subsidiaru of Clans Lifesciences Ltd. - India), which comprise the Statements of Financial Position as at December 31, 2014 and 2013, and the Statements of Income and Deficits and Statements of Cash Flows for the years then ended, on which we have rendered the attached report dated February 19, In compliance with Revenue Regulations No. V-020,we are declaring the following: 1. The supplementary information on taxes and licenses is presented in Note 5 to the financial statements. 2. No partner of our Firm is related by consanguinity or affinity to the Chairman, Board of Directors, President, Managers, and Stockholders of the Company. ACYATAN &CO.,CPAs BOA/PRC Reg. No Issued on Expiring on SEC Accreditation No F Issued on Expiring on AjA~~ g.~j ARMINDA T. A'tYATAM-GUERRERO Managing Partner CPA Certificate No SEC Accreditation No A Issued on Expiring on TIN BIRA.N Issued on Expiring on PTR No Issued on at Mandaluyong City February 19, 2015 Mandaluyong City-Philippines 12thFloor, The Columb ia Tower, Ortigas Avenue, Mandaluyong City PHILIPPINES Tel # (+632) to 62; (+632) Fax # (+632)