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Auditor Report of Emmessar Biotech & Nutrition Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Emmessar Biotech & Nutrition Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and 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

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 record, relevant to the preparation and presentation of the financial statements that give a true and fair view and are fee from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 the 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 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 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 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

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 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 2.35 in the financial statements regarding going concern. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), as amended, issued by the Central Government of India in terms of sub- section 11 of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained 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 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 written representations received from the directors as on March 31, 2015, 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 Section 164(2) of the Act.

f) 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 our information and according to the explanations given to us:

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

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.

(Referred to in Paragraph (a) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Emmessar Biotech & Nutrition Limited for the period ended 31st March, 2015).

Annexure referred in Independent Auditors Report of even date

1. a. The Company has maintained records showing particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner of over two years, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2 a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. Not material discrepancies were noticed on such physical verification.

c. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 The Company has not granted any loans, secured or unsecured during the period to parties covered in register maintained under section 198 of the Act

4 In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets are for the Company's specialized requirements and similarly, certain goods sold are for the specialized requirements of the buyers and suitable alternate source are not available to obtain comparable quotations, there is generally adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, we have not observed any major weakness during the course of Audit.

5 The Company has not accepted any deposits during the year.

6 The Central Government has not prescribed maintenance of cost records

7 In respect of the statutory dues:

a. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Service Tax and other statutory dues with the appropriate authorities. There are no undisputed amounts payables in respect of the aforesaid dues as 31st March, 2015 for a period of more than six months from the date of becoming payable.

b. According to the records of the Company, there are no disputed statutory dues on account of Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty and Cess remaining unpaid as on 31st March, 2015.

c. Amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 has been transferred to such fund within time.

8. The Company has accumulated losses more than fifty percent of its net worth. The company has incurred cash loss of Rs. 8,86,728/- during the year and in the immediately preceding financial year no cash loss.

9 Based on our audit procedures and according to the information and explanation given to us, there have been no delays in repayment of dues to banks and financial institutions during the year.

10 The company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

11 The company has not obtained any term loans during the year.

12 In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For V. Sankar Aiyar & Co.,

Chartered Accountants.

FRN. 109208W

V. Mohan

Place: Mumbai Partner

Date: May 14, 2015 M No.17748


Mar 31, 2014

We have audited the accompanying financial statements of Emmessar Biotech & Nutrition Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 Standards referred to in sub-section (3C) of section 211 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.

Auditor''s 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 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 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 31,2014

b) In the case of the Profit and Loss Account, of the Loss 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.

Emphasis of Matter

We draw your attention to Note 2.35 regarding going concern. Our opinion is not qualified in respect of this matter.

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 sub-section (4A) of section 227 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

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 and with the returns received from branches not visited by us.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date to the members of Emmessar Biotech & Nutrition Limited for the year ended 31st March, 2014.

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management at the year end, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. a. Inventories have 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 information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventor and fixed assets are for the Company''s specialized requirements, and similarly, certain goods sold are for the specialized requirements of the buyers and suitable alternate source are not available to obtain comparable quotations, there is generally adequate internal control system

commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. In our opinion, and according to the information and explanations given to us, we have not observed any major weakness during the course of audit.

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

a. In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements in excess of Rs.5 lacs, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public. Accordingly Clause 4(vi) of the Order does not applicable to the Company.

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

8. We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the Company pursuant to the rules made by central government for the maintenance of the Cost records under section 209(1)(d) of the Act and we are opinion that prima-facie, the prescribed accounts and records have been made and maintained.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b. In our opinion and according to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March 2014.

10. The accumulated losses of the company have exceeded fifty percent of its net worth at end of the financial year. The company has not incurred cash losses during the financial year and has incurred cash loss of Rs. 11,42,682/- during the preceding financial year.

11. The company does not have any loans from banks and financial institutions. Accordingly, clause 4(xi) of the order is not applicable.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, clause 4(xiii) of the Order does not apply.

14. The Company has not traded in securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order does not apply.

15. In our opinion and according to information and explanations provided to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not raised any loans from banks and financial institution during the year. Accordingly, clause 4(xvi) of the Order does not apply.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, no funds raised on short term basis have prima facie, been used during the year for making long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order does not apply.

20. The Company has not raised any money by way of public issue during the year. Accordingly clause 4(xx) of the Order does not apply.

21. According to the information and explanations given to us, and based on audit procedures performed and representations obtained from the management, we report that no material fraud on or by the Company, has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co Chartered Accountants. FRN. 109208W

Place: Mumbai V. Mohan Date: May 22, 2014 Partner M No.17748


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENT

We have audited the accompanying financial statements of Emmessar Biotech & Nutrition Limited ( " the Company") which comprise the Balance Sheet as at March 31, 2013, and 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 FINANCIAL STATEMENT

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 referred to in sub-section (3C) of section 211 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.

AUDITOR 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 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating 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 Profit and Loss Account, of the loss of the Company for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENT

1. As required by the Companies (Auditor''s Report) Order, 2003 (" the order") issued by the Central Government of India in terms of sub-section (4A) of section 227 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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

(i) In respect of Company''s Fixed Assets:

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

(b) According to the information and explanations given to us, the Company has formulated a regular programme of verification by which all assets of the Company shall be verified in phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business and assets. No material discrepancies were noticed on such physical verification

(c) In our opinion the Company has not disposed off any of its fixed assets and the going concern status of the Company is not affected.

(ii) In respect of Company''s Inventories:

(a) The stock of finished goods and raw material has been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable. In the case of material lying with the third parties, certificates confirming stocks have been received in respect of a substantial portion of the stocks held.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between physical inventories and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

(iii) 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 neither granted nor taken any loans, secured or unsecured, to/ from Companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system. We have not observed any continuing failure on the part of the Company to correct major weakness in the internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us,

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register maintained under the said section have been so entered.

(b) Where each of such transaction is in excess of Rs 5lakhs in respect of any party, the transaction have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us during the year under report, the Company has not invited and accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the Company has an internal audit system for the year under audit commensurate with the size of the Company and the nature of its business.

(viii) We have been broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1)

(d) of the Companies Act, 1956 in respect of the company''s products to which they said rules are made applicable and are of the opinion that prima facie the prescribed records have been made

and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues:

(a) According to the records examined by us, the Company is generally regular in depositing during the year, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to the extent applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed outstanding statutory dues as at 31st March 2013 for a period of more than six months from the date they became payable.

(b) In our opinion and according to the information & explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March 2013.

(x) The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has incurred cash losses in the current financial year and has not incurred cash losses in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not taken any loan from a bank or financial institution or borrowed any sum against issue of debenture.

(xii) According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund, nidhi, mutual benefit fund / society.

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities and debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the Company has

not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanation given to us, the Company has not availed any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us and on the basis of an overall examination of the Balance Sheet and Cash Flow of the Company, we report that no funds raised on short-term basis have been utilized for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and the information and explanations given by the Management, we report that to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For R.G. Jain and Co.

Chartered Accountants

Firm Regn No:-121214W

Girish Jain

Place: Mumbai Partner

Date: 30th May 2013. Membership No- 107416


Mar 31, 2012

1. We have audited the attached Balance Sheet of Emmessar Biotech & Nutrition Limited (the Company), as at 31st March 2012 ,the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's 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 the management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and according to the information and explanations given to us and on the basis of such checks of the available books and records as we considered appropriate, we enclose in the Annexure hereto, a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph-3 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 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, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and 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 written representations received from the directors of the Company as at 31st Ms-ch, 2012, and taken on record by the Board of Directors, we report that prima-facie none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the besttif our information and according to the explanations given to us, the said financial statements read together with the Significant Accounting Policies and the Notes on the Financial Statements appearing thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012

ii) in the case of thg Statement of Profit and Loss, of the loss of the Company 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.

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF EMMESSAR BIOTECH & NUTRITION LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2012

As required by the Companies (Auditors Report) Order, 2003, as amended ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, on the matters specified in para- graphs 4 and 5 of the said Order, we further report that:

(i) In respect of Company's Fixed Assets:

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

(b) According to the information, and explanations given to us, the Company has formulated a regular programme of verification by which all assets of the Company shall be verified in phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business and assets. To the best of our knowledge, no material discrepancies were noticed on such physical verification conducted during the year as compared with the book records.

(c) During the year under report the Company has not disposed off any of its fixed assets and the going concern status of the Company is not affected.

(ii) In respect of Company's Inventories:

(a) The stock of finished goods and raw material has been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable. In the case of material lying with the third parties, certificates confirming stocks have been received in respect of a substantial portion of the stocks held.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between physical inventories and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to I from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies act, 1956:

(a) The Company has granted interest free unsecured loan to a body corporate covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.11,12,294 and the year-end balance of such loan amounted to Rs.8,12,924. Other than the above, the Company,has not granted any loans, secured or unsecured, to Companies, firms or parties covered in the register maintained under section 301 of the Act.

(b) In our opinion and according to information and explanation given to us, Other terms and conditions on which the loans has been granted to body corporate listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) In the case of the loan granted to the body corporate listed in the register maintained under section 301 of the Act, the borrower has been regular in the payment of the principal amount as and when demanded. The terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly, paragraph 4(iii) (c) of the Companies (Auditor's Report) order 2003 is not applicable to the company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loan granted to a body corporate listed in the register maintained under section 301 of the Act.

(e) The Company has not taken any loan, secured or unsecured from companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (e) to 4(iii) (g) of the Companies (Auditor's Report) Order 2003 are not applicable.

(iv) On the basis of selective checks carried out during the course of audit and in our opinion and according to the information and explanations given to us, there are 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. During the course of our audit, no major weakness has been noticed in the internal control system. We have not observed any continuing failure on the part of the Company to correct major weakness in the internal control system.

(v) a)To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) Transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and ex- planations given to us during the year under report, the Company has not invited and accepted- any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the Companies (Acceptance of Depos- its) Rules, 1975.

(vii) In our opinion, the Company has an internal audit system for the year under audit commensurate with the size of the Company and the nature of its business.

(viii) We have been broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the company's products to which the said rules are made applicable and are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(ix) In respect of Statutory dues:

(a) According to the records examined by us, the Company is generally regular in depositing during the year, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to the extent applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed outstanding statutory dues as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) In our opinion and according to the information & explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute as on 31st March 2012.

(x) The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has not incurred cash losses in the current financial year and incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not taken any loan from financial institutions or banks. The Company does not have any debenture holder. Therefore Paragraph 4(xi) of the Companies (Auditor's Report) Order 2003 regarding default in repayment of dues to a financial institution or bank or debenture holder is not applicable to the Company.

(xii) Based on our examination of the lecords and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company.is not a chit . fund, nidhi, mutual benefit fund / society. Therefore, ' the provision of Paragraph 4 (xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities and debentures and other investments. Therefore Paragraph 4 (xiv) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi)As per records, the Company has not obtained any term loans during the financial year under report.

(xvii)According to the information and explanations given to us and on the basis of an overall examination of the Balance Sheet and Cash Flow of the Company, we report that no funds raised on short-term basis have been utilized for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) On the basis of records made available to us, the Company did not issue any debentures during the year. Hence, Paragraph 4 (xix) of the Companies (Auditor's Report) Order, 2003 regarding creation of security or charge in respect of debentures issued is not presently applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Accordingly, Paragraph (xx) of the Companies (Auditor's Report) Order, 2003 on the end use of money raised by public issues is not presently applicable to the Company.

(xxi) Based on the audit procedures performed and the information and explanations given by the Management, we report that to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For R.G.Jain & Co

Chartered Accountants

Firm Regn. No 121214W

Place: Mumbai Girish Jain

Date: 12th July 2012 Partner Membership No. 107416


Mar 31, 2010

1. We have audited the attached Balance Sheet of Emmessar Biotech & Nutrition Limited, as at 31st March 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto: 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 the management, as well as evaluating the over all 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 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and according to the information and explanations given to us and on the basis of such checks of the available books and records as we considered appropriate, we enclose in the Annexure hereto, a Statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph - 3 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 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and 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 except as mentioned in Para (f) below

(e) On the basis of written representations received from the directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that prima-facie none of the Directors of the Company is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section section (1) of Section 274 of the Companies Act, 1956;

(f) As mentioned in Note No-4 of Schedule XI in Notes to Accounts, Sundry Debtors includes Rs.5.82 Lacs due from customers outstanding for a considerable long period. During the year the company has recovered Rs 1.23 Lacs from these customers. In the opinion of the management the entire amount is recoverable and hence considered good. In these circumstances, requirement of provisions, if any, in respect of recovery of this debt cannot be determined with certainty or estimated, reasonably and hence we are unable to express our opinion thereon.

(g) Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon in Schedule X, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010

ii) in the case of the Profit and Loss Account, of the loss of the Company 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.

ANNEXURE TO AUDITORS REPORT

Referred to in Paragraph 3 of our report of even date

As required by the Companies (Auditors Report) Order, 2003, as amended ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, on the matters specified in paragraphs 4 and 5 of the said Order, we further report that:

(i) In respect of Companys Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) According to the information and explanations given to us, the Company has formulated a regular programme of verification by which all assets of the Company shall be verified in phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business and assets. To the best of our knowledge, no material discrepancies were noticed on such physical verification conducted during the year as compared with the book records.

(c) During the year under report the Company has not disposed off any of its fixed assets and the going concern status of the Company is not affected.

ii) In respect of Companys Inventories:

(a) The stock of finished goods and raw material has been physically verified during the year by the Management. In our opinion the frequency of verification is reasonable. In the case of material lying with the third parties, certificates confirming stocks have been received in respect of a substantial portion of the stocks held.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on verification between physical inventories and the book records were not material in relation to the size of the Company and the same have been properly dealt with in the books of account.

(iii) 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:

The Company has not granted / taken any loan, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, Clause 4 (iii) of the Companies (Auditors Report) Order, 2003, as amended, is not applicable to the Company for the year under report.

(iv) On the basis of selective checks carried out during the course of audit and in our opinion and according to the information and explanations given to us, there are 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. During the course of our audit, no major weakness has been noticed in the internal control system.

We have not observed any continuing failure on the part of the Company to correct major weakness in the internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) Transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us during the year under report, the Company has not invited and accepted any deposits from the public within the meaning of Section 58A, 58AA or any other relevant provisions of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the Company has an internal audit system for the year under audit commensurate with the size of the Company and the nature of its business.

(viii) We have been broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the companys products to which the said rules are made applicable and are of the opinion that prima facie the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(ix) In respect of Statutory dues:

(a) According to the records examined by us, the Company is generally regular in depositing during the year, the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to the extent applicable to it with the appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed outstanding statutory dues as at 31" March 2010 for a period of more than six months from the date they became payable.

(b) In our opinion and according to the information & explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which,have not been deposited on account of any dispute as on 31st March 2010.

(x) In our opinion, the accumulated losses of the Company as at the end of the year are more than fifty percent of its net worth. The Company has incurred cash losses during the current financial year however cash losses have not been incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not taken any loan from financial institutions or banks. The Company does not have any debenture holder. Therefore Clause 4(xi) of the Companies (Auditors Report) Order 2003 regarding default in repayment of dues to a financial institution or bank or debenture holder is not applicable to the Company.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund, nidhi, mutual benefit fund / society. Therefore, the provision of Clause 4 (xiii) of the Companies (Auditors Report) Order, 2003, is not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities and debentures and other investments. Therefore Clause 4 (xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) As per records, the Company has not obtained any term loans during the financial year under report.

(xvii) According to the information and explanations given to us and on the basis of an overall examination of the Balance Sheet and Cash Flow of the Company, we report that no funds raised on short-term basis have been utilized for long- term investment.

(xviii)The Company has not made any preferential allotment of shares to parties- and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) On the basis of records made available to us, the Company did not issue any debentures during the year. Hence, Clause 4 (xix) of the Companies (Auditors Report) Order, 2003 regarding creation of security or charge in respect of debentures issued is not presently applicable to the Company.

(xx) The Company has not raised any money by way of public issue during the year. Accordingly, Clause (xx) of the Companies (Auditors Report) Order, 2003 on the end use of money raised by public issues is not presently applicable to the Company.

(xxi) Based on the audit procedures performed and the information and explanations given by the Management, we report that to the best of our knowledge and belief, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For R.G. Jain & Co. Chartered Accountants

Place: Mumbai Girish Jain Date: 30th April 2010 Partner Membership No 107416

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