Nutraplus India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the financial statements of NUTRAPLUS INDIA LIMITED ("the Company"), which comprise the balance
sheet as at 31 March 2025, and the statement of profit and loss (including other comprehensive income), statement of
changes in equity and statement of cash flows for the year then ended, and notes to the 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 incomplete
disclosure of the information referred to in the Basis for Qualified Opinion section of our report, the aforesaid financial
statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its loss (including other
comprehensive income) and changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

I. Notice is issued by Saraswat Bank dated 18 February 2020 under section 13(2) of the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for non¬
payment of principal and interest of Rs. 76.24 crores up to 18 February 2020, after the due date by the
Company and therefore all loan accounts became Non-Performing Assets effective from respective dates
mentioned in such notice.

II. The Company has shareholding of 33.58% in paid-up capital of Techno Point Mercantile Private Limited.
Therefore, Techno Point Mercantile Private Limited is an associate company within the meaning of
Section 2(6) of the Companies Act, 2013; the Company has a significant influence as the Company
controls at least 20% voting power of the other company. The Company has not prepared consolidated
financial statements of the Company and Techno Point Mercantile Private Limited which is an associate
company in the same form and manner as it prepares its own financial statements. The consolidated
financial statements of the Company need to be laid before the shareholders of the Company with its
own financial statements. However, the Company is of the view that there is no significant influence in
determining an associate company with control over voting power, rather than control over share
capital.

III. With reference to Trade Receivables of Rs. 33.54 lakhs as at 31 March 2025, in the absence of third party
confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment upon
its balance recoverability, if any.

IV. With reference to Other Current Assets (Security Deposits, Loans and advances to employees and
balances with government authorities) of Rs. 4.62 crores as at 31 March 2025, in the absence of third
party confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment
upon its balance recoverability, if any.

V. With reference to Unsecured Borrowing from related party of Rs. 1.79 crores as at 31 March 2025, in the
absence of third party confirmation, reconciliation, if any, and other supportive audit evidence, we are
unable to comment upon its balance outstanding, if any.

VI. With reference to Trade Payables of Rs. 8.54 crores as at 31 March 2025, in the absence of third party
confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to comment upon
its balance outstanding, if any.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the 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 financial statements under the provisions of the Act 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 opinion.

Emphasis of Matter

1. We draw attention to Note No. 10 in the financial statements. The Company has incurred net loss after
exceptional items of Rs. 5.01 lakhs during the year ended 31 March 2025 and as of that date, the Company''s
accumulated losses aggregate to Rs. 62.57 crores resulting into eradication of entire net worth, negative
working capital, loss of key personnel and negative cash flow. Hence the Company''s future performance is
doubtful and it has not been able to pay liabilities of banks, creditors. These factors along with other matters
as set forth in said note raise substantial doubt about the Company''s ability to continue as a going concern
in the foreseeable future.

2. We draw attention to Note 10 of the accompanying financial statements; during the year under review, the
Company incurred huge losses, which resulted into eradication of entire net worth, negative working capital,
loss of key personnel and negative cash flow. Hence the Company''s future performance is doubtful and it
has not been able to pay liabilities of banks, creditors.

3. We draw attention to Note No. 11 of the accompanying financial statements regarding notice issued by the
Saraswat Co-Operative Bank Limited under section 13(2) of the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for non-payment of principal and interest
thereon after the due date by the Company and therefore all loan accounts became Non-Performing Assets
effective from respective dates mentioned in such notice. These factors along with other matters as set forth
in said notice raise substantial doubt about the Company''s ability to continue as a going concern in the
foreseeable future.

In view of the same and events stated in points I, II, III, IV, V and VI in the paragraph above "Basis for Qualified Opinion",
indicate that a material uncertainty exists that may cast a significant doubt on the Company''s ability to continue as a
going concern (Note No. 31 of accompanying 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
Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to the Key Audit Matters to be communicated in the Report:

Sr. No.	Key Audit Matter	Auditor''s Response
1	Classification of Non-Current	Principal Audit Procedures
	Investments as Short-Term	Our audit procedures included the following: -
	Investments.	a) Understanding the process followed by the management for
	As per Note 5 Current investments to	the purpose of identifying the Non-Current Investment as
	the financial statement, the company	Current Investment.
	has classified Non-Current Investment	b) Reviewing the Memorandum of Understanding & other
	made in Techno Point Mercantile	correspondences with the company in which investment
	Private Limited as a Current	made.
	Investment.	c) Considering the adequacy of disclosures in the financial
		statements relating to classification.

The Company''s management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company''s annual report, but does not include the financial statements and
our auditors'' report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to report
that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit
and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for 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 financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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 Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

• Identify and assess the risks of material misstatement of the 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 with reference to financial statements
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 and Board of Directors.

• Conclude on the appropriateness of management''s and Board of Directors'' use of the going concern basis of
accounting in preparation of financial statements 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 auditors'' report to the related disclosures in the 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 auditors'' 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 financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance 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 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, we determine those matters that were of most
significance in the audit of the Financial Statements of the current period 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government in terms
of section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

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

a) Except for the effects of the matter described in the Basis for Qualified Opinion, we have sought and
obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit

b) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion,
the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the
aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record by
the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director
in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has
not paid any remuneration to its directors during the year,

h) 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. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall :-

(1) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company ("Ultimate Beneficiaries") or

(2) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing
or otherwise, that the Company shall:

(1) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate Beneficiaries") or

(2) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances;
nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv)(a)
and (iv)(b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and the proviso to Rule 3(1)
of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2024. Based on our examination, which
included test checks, the Company has used accounting software for maintaining its books of account which
has a feature of recording an audit trail (edit log) and such feature has been operational throughout the year
for all transactions recorded in the software.

Further, based on our audit procedures and as represented by the management, we did not observe any
instance of the audit trail having been tampered with, and the audit trail records have been preserved by the
Company as per the statutory requirements for record retention for the financial year ended 31 March 2025.

For RAMAN S. SHAH & ASSOCIATES,
CHARTERED ACCOUNTANTS
Firm''s Registration No. 119891W

Sd/-

CA Bharat C. Bhandari
Partner

Membership No. 106122

UDIN: - 25106122BMHUSF7332

Place: Mumbai

Date: 29th September 2025

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Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind As financial statements of Nutraplus India Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and the Cash Flow Statementfor the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements to give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equityof the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We are also responsible to conclude on the appropriateness of management’s 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 entity’s ability to continue as a going concern, if we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of Their reports referred to in sub-paragraph of The Other Matters paragraph .below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 (financial position) of the Company as at March 31, 2018, and its Profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date,

Matter of Emphasis

1. Financial Statements regarding investment in Techno Point Mercantile Private Limited for Rs. 4,15,00,000/- reported as Current Investment instead of showing it as Long Term Investment, hence the Current Asset is overstated to that extent. Hence there is non compliance with the requirements of the Companies Act 2013 relating to Schedule III including Accounting Standards as applicable to the Companies. However, it will not affect the financial results.

ii. As per Section 138 of Companies Act, 2013 read with Rules 13 of Companies (Accounts) Rules, 2014 outline the application of Internal Audit. Since management failed to appoint Internal Auditors far financial year 2017-18 therefore no Internal Audit was conducted during the said financial year.

iii. The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 prepared in accordance with Ind AS included in these Ind AS financial statements have been audited by the predecessor auditor who had audited the financial statements for the relevant periods, the report of the predecessor auditor on the comparative financial information and the opening balance sheet dated 30th June 2017 expressed an unmodified opinion.

Our opinion is not modified in respect of these matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 20IS (“the Order”) issued by the Central Government of India, in exercise of powers conferred by sub-section 11 of section 143 of the Act, and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give In the Annexure A attached hereto our comments on the matters specified in the paragraphs 3 and 4 of the said Order

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

(b) In our opinion, proper books of account as required by taw have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet/the Statement of Profit and Loss, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except the comments, mentioned in matter of emphasis referred in Paragraph (i) above relating to investment, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules., 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as o n 31st March, 2018 from being appointed as a director in terms section 164 (2) of t he Act.

(f) With respect to the adequacy of the internal financial control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

(g) With respect to the other matters to be intruded 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) The Company does not have any pending litigations on its financial position in its financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

(iv) The disclosures in the financial statements regarding holdings as well as dealings In specified bank notes during the period from 8th November 2016 to 30th December2016 have not been made since they do not pertain to the financial year ended 31st March 2018 However a mounts as appearing in the audited Standalone Ind AS financial statements for the period ended 31st March2017have been disclosed.

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31st March 2018, we report that:

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. However item fixed asset register wise is under process of preparation, for details refer to note 10(iv) under fixed assets relating to financial statements.

(b) The fixed assets are physically verified by the Management, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 10 on fixed assets to the financial statements, are held in the name of the Company, except for leasehold land acquired, for which advance have been given and Company is in process of completion of final lease deed/ agreement having a carrying value of Rupees 50,00,000/= as at March 31, 2018. The four cars are held in the name of the director having a carrying value Rupees 24,87,610/= at cost.

ii. The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

iii. Except the advances given to Aster Generic Private Limited, an associated Concern for promotion of Joint Venture project for Rs. 22,27,000/=, the Company has not granted any loans to parties covered in the register maintained under Section 189 of the Act. There are no firms /LLPs/ other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3 (iii) of the Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete, as the Company has yet to complete the Cost Audit in Compliance of Section 148 of the Companies Act 2013 for detail refer to note 30.11 forming part of financial statements.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues in respect of is regular in depositing undisputed statutory dues including provident fund, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities. The Value Added Tax for Rs.10,03,744/= and interest on late payment of VAT for Rs. 8,58,470/= are the undisputed amounts payable in respect of the aforesaid dues were outstanding as at the last day of financial year for a period of more than six six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined b y us, there are no dues of income tax and service-tax, which have not been deposited on account of any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government as at the balance sheet date. The Company has not taken any loan from debenture holder.

ix. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. During the year, Company has not made preferential allotment of shares during the year under review and the requirement of section 42 of the Companies Act, 2013 have been complied with.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Annexure B to the Independent Auditors’ Report on the Ind AS Financial Statements of Nutraplus India

Limited Referred to in paragraph 2(f) in Report on Other Legal and Regulatory Requirements of the Independent Auditors’ Report to the members of Nutraplus India Limited on the Ind AS financial statements for the year ended 31st March 2018. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Nutraplus India Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management 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 (“ICAI”).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 its 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 internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) 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 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 and directors 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 financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 ICAI.

For Raman S. Shah & Associates

Chartered Accountants

Firm Registration No.119891W

Santosh A. Sankhe

Place: Mumbai Partner

Date: 30thMay, 2018 Membership No. 100976

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Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

TO THE MEMBERS OF NUTRAPLUS INDIA LIMITED REPORT ON THE STANDALONE FINANCIAL STATEMENTS

1. We have audited the accompanying standalone financial statements of Nutraplus India Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, 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, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the Directors as on 31 March, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i. The Company does not have any pending litigation which would impact its financial position;

ii. The Company has made provision as at 31 March, 2016, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund by the Company.

Referred to in paragraph 9 of the Independent Auditors'' Report of even date to the members of Nutraplus India Limited on the standalone financial statements for the year ended 31 March, 2016.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. However, item wise fixed asset register is under process of preparation, for details refer to note 10(iv) under fixed assets relating to financial statements.

(b) The fixed assets are physically verified by the Management, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 10 on fixed assets to the financial statements, are held in the name of the Company, except for leasehold land acquired, for which advance have been given and Company is in process of completion of final lease deed / agreement having a carrying value of Rs. 4,49,49,413/= as at 31 March, 2016. The four cars are held in the name of the director having a carrying value Rs. 24,87,610/= at cost.

ii. The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

iii. The Company has not granted any loans to parties covered in the register maintained under Section 189 of the Act. There are no firms / LLPs / other parties covered in the register maintained under Section 189 of the Act, hence the other clauses are not applicable.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete, as the Company has yet to complete the Cost Audit in Compliance of Section 148 of the Companies Act 2013 for detail refer to note 30.11 forming part of financial statements.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues in respect of sales tax including value added tax, though there has been a slight delay in few cases, and is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, service tax, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax and service-tax, which have not been deposited on account of any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. During the year, Company has made preferential allotment of shares during the year under review and the requirement of section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For AMPAC & ASSOCIATES

Chartered Accountants

Firm Registration Number: 112236W

(MILAN DESAI)

Partner

Membership Number: 042769

Mumbai, 16 May, 2016

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Mar 31, 2015

We have audited the accompanying Standalone financial statements of Nutraplus India Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the (Standalone) Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 ( "the Act")with respect to the preparation of these 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.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies directors, 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

(i) in the case of the Balance sheet, of the state of affairs of the company as at March 31, 2015;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

OTHER MATTERS

(i) Refer to the Note 30.13 under paragraph additional information relating to standalone financial statements relating to fire accident, the fire loss for Rs. 3,13,90,058/= is arrived after adjusting the claim receivable from insurance Company, which is as per management estimate. The said loss may change in the near future after final measurement by surveyor. Accordingly, the final loss may increase on account of acceptance of final claim passed by the insurance Company.

(ii)Refer to Note 10(vi) under Fixed Assets; the Company has continued the charging of depreciation as per Schedule XIV of Companies Act' 1956. In the opinion of management, there will not be material change in the charging of depreciation & carrying value of fixed assets, as the specialized rate mentioned in the Schedule II compared with the existing rate charged, has no material difference.

Our report is not qualified / modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2015 ('the Order') issued by the Central Government of India in terms of sub-section(11) of the section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014

e. on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013;

f. With respect to the other matters included in the auditor's report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to best of our information and according to the explanation & information provided to us:- i) The company does not have any pending litigation which would impact its financial position;

ii) The company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts;

iii) There has been not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education & Protection Fund.

ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITORS' REPORT

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we report that

1. a) The Company has maintained proper records to show full particulars including quantitative details and situations of fixed assets; however the old records with documents, other related data etc. were destroyed by the fire. Please refer to Note 10(vi) under Fixed Assets

b) As per the information and explanations given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals and no serious discrepancies between the book records and physical verification were noticed.

2. a) As per the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year,

b) In our opinion and as per the information and explanations given to us, procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business,

c)The Company is maintaining proper records of inventories. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As per information furnished, the company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of audit, no major weakness has been noticed or reported in the internal controls.

5. The Company has not accepted any deposits from the public under section 73 to 76 of the Companies Act, 2013.

6. Post fire accident period viz. after 3rd August 2014 to 31st March 2015, we have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 read with the Amendment Rules 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however, not made a detailed examination of the cost records with the view to determine whether they are accurate or complete. The Company has yet to complete the cost Audit in Compliance of Section 148 of the Companies Act 2013 for details refer to note 30.12 relating to Additional information to the standalone financial statements forming part of Financial Statements.

7. (a) According to information and explanations given to us and based on the records of the company examined by us, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues as applicable, with the appropriate authorities in India. As on 31st March 2015 Company does not have any statutory dues in arrears for a period exceeding 6 months from the date becoming payable ;

(b) According to information and explanations given to us and based on the records of the company examined by us, there are no dues outstanding in respect of income tax, Sales Tax, customs duty, wealth-tax, service tax, excise-duty etc, on account of any dispute ;

(c) There has been not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education & Protection Fund.

8. There are no accumulated losses of the Company as on March 31, 2015. The Company has incurred cash losses for Rs. 78,70,437/= during the financial year covered by our audit and no cash losses were incurred immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to Banks/Financial Institution and payments have been made as per the repayment schedule sanctioned by the banks & Financial Institution. The Company has no borrowings from debentures.

10. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11. According to information and explanations given to us, the Company has raised term loans during the year and in our opinion it was utilized for the purpose for which it was applied.

12. As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For AMPAC & Associates,

Chartered Accountants

Firm's Registration No.: 112236W

CA Milan J. Desai

Partner

Membership No.:42769

Mumbai May 29, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Nutraplus India Limited (Previously Known as Nutraplus Products (India) Limited), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these 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 Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on thesefinancial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issuedby the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonableassurance about whether the financial statements are freefrom material misstatements.

An audit involves performing procedures to obtainaudit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend onthe auditor''s judgment, including the assessment of therisks of material misstatement of the financial statements,whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevantto the Company''s preparation and fair presentation of thefinancial statements in order todesign audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includesevaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required by theAct in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairsof the Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of theprofit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cashflows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)Order, 2003 ("the Order") issued by the CentralGovernment of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referredto in section 211(3C) of the Act except following;

"During the year under consideration, Company has provided the gratuities provision for Rs. 6,05,205/- as per own estimates without actuary valuation, which is not in consistent with the Accounting Standard 15 - Employees Benefit, however the said method will not materially affect the reported profit and the total carrying value of gratuities liabilities for Rs. 27,66,113/- reported under long term provision on the date of Balance sheet."

e) On the basis of the written representations received from the directors as on March31, 2014, taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2014, from being appointedas a director in terms of Section 274(1)(g) of the Act.

f) Without qualification of audit report, the Company has not made compliance for the disclosure of status of creditors and provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act'' 2006 as referred in note 28.3forming part of the financial statements.

ANNEXURE TO OUR REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1. In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. However item wise fixed Register is not up dated from Financial Year 2004-2005.

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us; no discrepancies have been arrived in respect of the Assets.

(c) During the year the company has not disposed of a substantial part of its fixed assets and going concern concept is not affected.

2. In respect of inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. However the inventory lying at the job work parties were not physically verified.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans secured or unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clauses (iii) (b), (c) & (d) of the Order, are not applicable.

(b) In our opinion and according to the information and explanations given to us, the company has taken unsecured Inter-Corporate deposits Rs.1,37,50,000 (Maximum outstanding Rs. 1,37,50,000/-) from company Viz. Vet-Pharma Nitro Products Limited, the entire lnter - corporate deposit have been repaid during the year. The company has taken unsecured loan from 3 parties covered in the register maintained under section 301 of the Companies Act, 1956 for Rs. 2,98,30,399 and the balance outstanding at the year-end is Rs. 3,00,15,848 (Maximum outstandingRs. 3,00,15,848/-).

(c) The rate of interest and other terms and conditions of Inter-Corporate deposit taken by the Company are not prima facie prejudicial to the interest of the Company. The unsecured loan from 3 parties are interest free.

(d) The payment of principal amount and interest is regular.

4. In our opinion, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs or more in respect of each party, have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits referred in Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.The Company has yet to complete the Cost Audit in compliance of Section 233B of the Companies Act'' 1956 for details refer to Note 28.12 forming part of the financial statements.

9. a. In the opinion of the management and explanation given to us, except gratuities other employees benefits are not applicable to the Company. (for details refer to Note 20 forming part of the financial statements relating employee benefit expense).

b. In the opinion of the management and explanation given to us, the company is generally regular in depositing with the appropriate authorities'' undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, service tax, Custom duty, Excise duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2014 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/mutual benefit funds/societies. Therefore, the provisions of Clause 4(xiii) of the Order, are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company had availed additional term loans and working capital loans during the year. In our opinion, the term loans and working capital availed was utilized for the purpose for which it was applied.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, we report that the Company has not utilized funds raised on short-term basis for long-term investments.

18. During the year, the Company has made preferential allotment of Equity shares and share warrant to be converted from share warrant to parties covered under Section 301 of the Companies Act, 1956, for details refer to Note 1 forming part of the financial statements relating to share capital.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised any public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/S AMPAC & Associates Chartered Accountants FRN112236w

Mumbai M. J. Desai Dated: 29th May2014 Partner Membership No. 042769

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Nutraplus India Limited (Previously Known as Nutraplus Products (India) Limited), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 misstatements.

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 Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes valuating the appropriateness of accounting policies used and the reasonableness of the 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of the Act except following;

"During the year under consideration, Company has provided the gratuities provision for Rs. 4,25,908/= as per own estimates without actuary valuation, which is not in consistent with the Accounting Standard 15 - Employees Benefit, however the said method will not materially affect the reported profit and the total carrying value of gratuities liabilities for Rs. 21,60,908/- reported under long term provision on the date of Balance sheet."

e) On the basis of the written representations received from the directors as on March31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(1 )(g) of the Act.

f) Without qualification of audit report, the Company has not made compliance for the disclosure of status of creditors and provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act'' 2006 as referred in note 28.3forming part of the financial statements.

ANNEXURE TO OUR REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory

Requirements" of our report of even date

1. In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. However item wise fixed Register is not up dated from Financial Year 2004-2005.

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us; no discrepancies have been arrived in respect of the Assets.

(c) Duringtheyearthecompanyhasnotdisposedofa substantial part of its fixed assetsand going concern concept is not affected.

2. In respect of inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. However the inventory lying at thejobworkpartieswerenotphysicallyverified.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans secured or unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of theCompanies Act, 1956. Hence clauses (iii) (b), ©& (d) of the Order, are not applicable.

(b) Inouropinion and according to the information and explanations given to us,the company Has taken unsecured Inter-Corporate deposits Rs.1,37,50,000 (Maximum outstanding Rs. 1,37,50,000/-) from company Viz. Vet-Pharma Nitro Products Limited and Mrs. Gita Naik for Rs. 8,00,000/- (Maximum outstanding Rs. 8,00,000/-) covered in the register maintained under section 301 of the Act, 1956. Atthe year end, the entire unsecured loans have been repaid.

(c) The rate of interest and otherterms and conditions of Inter-Corporate deposittaken by the Company are not prima facie prejudicial to the interest of the Company. The unsecured loan from Gita Naik is interestfree.

(d) The payment of principal amount and interest is regular.

4. In our opinion, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. However, the system of confirmation / reconciliation of balances need to be strengthened to make them commensurate with the size of the Company and the nature of its business.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been entered.

(b). In our opinion, and according to the information and explanations given to us, the transactions Made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the yearto Rs.5lacs or morein respect of each party, have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In ouropinion and according to the explanations given to us, the company has not accepted any deposits referred in Section 58A and58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In ouropinion, the company has an in-house internal audit system. In absence of formal Internal audit system, the internal control should be strengthened to commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie The prescribed cost records have been maintained. We have, however, not made a Detailed examination of the cost records with a view to determine whether they are accurate or complete.(Trie Company has yet to complete the Cost Audit incompliance of Section 233 B Of the Companies Act'' 1956 for details refer to Note 28.12 forming part of the financial statements.)

9. (a). In the opinion of the management and explanation given to us, except gratuities other employees benefits are not applicable to the Company, (for details refer to Note 20 forming part of the financial statements relating employee benefit expense).

(b). In the opinion of the management and explanation given to us, the company is generally regular in depositing with the appropriate authorities'' undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, service tax, Custom duty, Excise duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2013 for a period of more than six months from the date they became payable.

©. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/mutual benefit funds/societies. Therefore, the provisions of Clause 4 (xiii)ofthe Order, are not applicable to the Company.

14. In ouropinionand according to the information and explanations given to us,the companyis not dealing in ortrading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company had availed additional term loans and working capital loans during the year. In our opinion, the term loans and working capital availed was utilized for the purpose for which it was applied.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, we report that the Company has utilized funds raised on short-term basis for long-term investments.

18. During the year, the Company has made preferential allotment of Equity shares and share Warrant to be converted from share warrant to parties covered under Section 301 of the Companies Act, 1956, for details refer to Note 1 forming part of the financial statements relating to share capital.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised any public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



FOR M/S AMPAC & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN112236w





Mumbai M. J. Desai

Dated:29thMay2013 Partner

Membership No. 042769

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of NUTRAPLUS PRODUCTS (INDIA) LIMITED as at 31st March 2010 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto and the Cash Flow Statements for the period ended on that date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

4. 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 examinations of those books.

c) The Balance Sheet, Profit & Loss Account and cash Flow Statement dealt with this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit & Loss Account, and the Cash Flow Statement dealt with by this report are in compliance with the Accounting standards referred to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March 2010, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956.

f) Subject to note 14 of Schedule 19 relating to non-disclosure of status of creditors and non- provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act 2006, in our opinion and according to the best of 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 give a true and fair view in conformity with accounting principles generally accepted India:

(i) in so far as it relates to the Balance Sheet of the state of affairs of the Company as at 31" March, 2010; and

(ii) in so far as it relates to the Profit & Loss account of the "Profit" of the Company for the year ended on that date.

(iii) in the case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. However item wise fixed Register is not up dated from Financial Year 2004-2005.

(b) The Management during the year has physically verified major fixed Assets of the Company and according to the information given to us; no discrepancies have been arrived in respect of the Assets.

(c) During the year the company has not disposed off a substantial pact of its fixed assets.

2. (a) The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to book records. However the inventory lying at the job work parties were not physically verified.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has not granted any loans and has not taken unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence clauses (iii) (b), (c) & (d) of the Order, are not applicable.

(b) In our opinion and according to the information and explanations given to us. the company has taken unsecured, Inter-Corporate deposits from company Viz. Vet-Pharma Nitro Products Limited covered in the register maintained under section 301 of the Act, 1956.

(c ) The rate of interest and other terms and conditions of loan taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) The payment of principal amount and interest is regular.

4. In our opinion, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. However, the system of confirmation / reconciliation of balances, needs to be strengthened to make them commensurate with the size of the Company and the nature of its business.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

a. According to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into register maintained under Section 301 of the Companies Act, 1956 have been entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs or more in respect of each party, have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time as available with the company.

6. In our opinion and according to the explanations given to us, the company have not accepted any deposits referred in Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules. 1975 with regard to the deposits accepted from the public.

7. In our opinion, the company has an in-house internal audit system, however internal should be strengthened to commensurate with the size and nature of its business.

8. As per information and explanation given to us, the Company is producing intermediate products used in bulk drugs. The cost records have been maintained by the Company as prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

9. a. In the opinion of the management and explanation given to us, the retirements benefits are not applicable to the Company (for details refer to note 6 of Schedule 19).

b. In the opinion of the management and explanation given to us, the company is generally regular in deposing with the appropriate authorities undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales tax, Wealth tax, service tax, Custom duty, Excise duty, Cess and other material Statutory Dues applicable to it. There were no arrears as at 31st March 2010 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Investor Education and Protection Fund, sales tax, Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess and other material statutory dues, outstanding on account of any dispute.

10. The company does not have accumulated losses at the end of the Financial year and has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the information and explanation given to us and the records examined by us, the company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

12. According to the information and explanation given to us, the company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities does not attract any special statue applicable to chit fund and nidhi/mutual benefit funds/societies. Therefore, the provisions of Clause 4(xiii) of the Order, are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, are not applicable to the Company.

15. According to the information and explanation given to us and the records examined by us, the company had not given any guarantee to banks for loans taken by a group concern or others.

16. As informed to us, the company had availed additional term loans and working capital loans during the year. In our opinion, the term loans and working capital availed was utilized for the purpose for which it was applied.

17. On the basis of an overall examination of the balance sheet and the cash flows of the company and the information and explanations given to us, we report that the Company has not utilized any funds raised on short-term basis for long-term investments.

18. The Company has not made any preferential allotment of shares to parties or companies covered under Section 301 of the Companies Act., 1956.

19. According to the information and explanations given to us, the company has not issued any debentures during the year. Accordingly, the provisions of clause (xix) of the Order are not applicable to the Company.

20. The Company has not raised any public issue during the year.

21. Based upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s. AMPAC & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE : MUMBAI

DATE : 31st May 2010 M.J. DESAI

PARTNER

Membership No. 42769

Firm Registration No. 112236W