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Auditor Report of Kerala Ayurveda Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Kerala Ayurveda 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 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 and presentation 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 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.

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 thereunder.

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 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, 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015,

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, 2015 issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, We give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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, 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 financial statements comply with the applicable 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, 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 Section 164(2) of the Act and

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 to the best of our information and according to the explanations given to us:

(i) There were no pending litigations which would impact the financial position of the Company

(ii) The Company does not have any long-term contracts requiring a provision for material foreseeable losses.

(iii) The company does not have any amounts required to be transferred to the Investor Education and Protection Fund.

ANNEXURE TO 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

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

(b) As explained to us, all the Fixed assets have been physically verified by the Management in a phased periodical manner, 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.

ii) (a) The inventories have been physically verified during the year by the management. In our opinion 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 are reasonable and adequate in relation to the size of the Company and nature of its business

(c) The Company has maintained proper records of inventories. As per the information and explanations given to us, no material discrepancies were noticed on physical verification

iii) (a) The company has granted loans to its subsidiaries covered in the register maintained under section 189 of the act ('the act')

(b) The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly paragraph 3(ii)(b) of the order is not applicable to the Company in respect of repayment of the principal amount

(c) There are no overdue amounts of more than Rupees one lakh in respect of the loans granted to the body corporates listed in the register maintained under section 189 of the act.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit ,we have not observed any continuing failure to correct major weaknesses in such internal control system.

v) According to the information and explanation given to us the company has not accepted any deposit from the public. Accordingly the provisions of clause 3(v) of the Order are not applicable to the Company

vi) The central government has not prescribed maintenance of cost records under Section 148 (1) of The Companies Act, 2013 . Accordingly the provisions of clause 3(vi) of the Order are not applicable to the Company

vii) (a) According to the records of the company, undisputed statutory dues including Provident fund, Employees State Insurance , Income tax, Sales tax, Wealth Tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues have been generally 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 on March 31,2015 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 amounts that are due to be Transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of The Companies Act, 1956 and rules made there under.

viii) The accumulated loss of the company is not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) Based on our Audit procedures and according to the information and explanations given to us , we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

x) 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. Accordingly the provisions of clause 3(x) of the Order are not applicable to the Company

xi) The Company did not have any the term loans outstanding during the year. Accordingly the provisions of clause 3(xi) of the Order are not applicable to the Company

xii) 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 BIJU GEORGE & CO Chartered Accountants FRN: 007920S

Bengaluru BIJU GEORGE, B.SC, FCA 29 May, 2015 Proprietor MEM REGN No. 206233


Mar 31, 2014

We have audited the accompanying financial siatemonis of Kerala Ayurveda Limited (The Company"), which comprise the Balance Sheet as at March 31,2014, the Starement 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 -s responses for the preparation o' these fmanc-al statements tnat give a true and fair view of the financial position, financial performance and cash nows 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 ol the Ministry of Corporate Affa-rs m respect of section 133 of the Companies Act 2013 and In accordance with iho accounting principles generally accepted In India This responsibility includes the design, implementation and maintenance of interna! control relevant to the preparation and presentation ol the financial statements that give a true and fa-r view and are free from material misstatement, whether oue to frauo 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 ol India. Those Standards require that we comply with ethical roqulroments and plan and perform tno aud-t to ootain reasonable assurance about whether the financial statements are free from materiel misstatements.

An audit involves performing procedures to obtain aud.t evidence about the amounts and disclosures in the financial statements. The orocedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether duo to fraud or error In mating those risk assessments, the auditor considers interna control rolovani to trie Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not tor the purpose of expressing an opinion on the effectiveness of the company'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.

Wo believe tnat the audit evidence wo have obtained Is sufficient and appropriate to provide a basis tor our audit opinion

Opinion

In our opmion and to the best ol our Information and according to the explanations gven to us, the aforesaid tlnanclal statements give the .ntormation required by the Act .n the manner so required and give a true and fair view in conformity wtfh 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 ot the Statement of Profit and Loss, of the profit of the company for the year ended on that date and c In the case ot the Cash Flow Statement, of the cash flows of the company 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 ot Section 227(4A) of the Act, we grve 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 betiel 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 Conyany 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 deat with by thus 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 notified under the Companies Act 1956 road with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affaire m respect of section 133 ot the Companies Act 2013 e) On the basis ol the wriiten representations received from the directors as on March 31, 2014. 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 Section 274( 1 )(g) of the Compaines Act 1956

ANNEXURE TO 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

I. In respect ot its fixed assets:

a) Tne 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, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies wore noticed on such physical verification.

c) In our opinion, the Company has not disposed off a substantial pan of its fixed assets dunng the year and the going concern status of the Company is not affected

II In respect of its inventories:

a) The inventonos have been physically venfied 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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

III. In respect of the 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 given unsecured loans to subsidianes. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 2998.69 Lacs and the year-end balance Is Rs. 2956.19 Lacs

b) In our opinion and according to the information and explanations given to us. the rate ot interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company

c) The loan is interest free and principal amounts are repayable on demand

d) In respect of the said loans and Interest thereon, there are no overdue amounts,

e) The Company has taken additional loan from Group Company of the promoter.. In respect of the said loans, the maximum amount outstanding at any time dunng the year was Rs. 5357.85 Lacs and the year-end balance Rs. .4760.10Lacs.

f) In our opinion and according to the information and explanations given to us. the rate of interest and other terms and conditions of the loans taken by the Company, are not prima facie prejudicial to the interest of the Company

g) The loan is interest free and principal amounts are repayable on demand

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 purchases ot fixed assets and for the services During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

V In respect of the contracts or arrangements referred to in Section 301 of the Companies Act. 1956:

a) Based on the audit procedures applied by us and according to the information and explanations provided by Ihe management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered In the register required to be maintained under that section.

b) As per information & explanations given to us and In our opinion, the transactions made in pursuance of contracts / arrangements entered In the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per Information available with the Company.

VI. According to the information and explanation given to us. the Company has not accepted any deposits from the Public. Therefore the provisions of Clause (vi) of paragraph 4 of the order are not applicable to the company.

VII In our opinion tho Company has an internal audit system commensurate with the size and the nature of the business.

VIII. We have broadly reviewed the cost records maintained by tho 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 tho opinion that prima facie tho prescribed cost records have been maintained. Wo have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

IX In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance. Income-Tax, Tax. Wealth Tax, Service Tax, Customs Duty, Excise Duty. Cess, and other statutory dues have been generally 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 March 31.2014 for a period of more than six months from the date of becoming payable.

X. The Company's accumulated losses at the end of the financial year is less than 50% of its net worth. The Company has not incurred any cash loss during the financial year covered by the audit and in the immediately preceding financial year

XI Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted In repayment of dues to financial institutions, banks and debenture holders.

XII. In our opinion and according to the explanations given to us and based on the Information available, 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.

XIII. In our opinion, the Company Is not a chit fund /nidhi/ mutual benefit fund / society. Therefore, the provisions of clause (xili) of paragraph 4 of the Order are not applicable to the Company.

XIV According to the information and explanations given to us the Company has not dealt In shares or In securities or debentures or other Investment during the year

XV. The Company has given guarantee for Loans taken by others from Banks and Financial Institutions. The terms and conditions there of are not prima facie prejudicial to the interest of the Company.

XVI, The Company has not raised any new term loan during the year.

XVII According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used 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.

XIX. The company has not issued debentures and hence requirement of reporting regarding creation of securities in respects of debentures issued does not arise.

XX. The Company has not raised any monies by way of public issues during the year

XXI. In our opinion and according to the Information and explanations given to us, no material fraud on or by the Company has boon noticed or reported during the year.

For Maharaj Rajan & Mathew, Chartered Accountants Firm Regn No: 001932S

Place: Bangalore Mathew Joseph, Partner Date : 24th May. 2014 Membership No.22658


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kerala Ayurveda Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss and Cash flow statement or the year 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 and financial performance 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 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; and

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

(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 subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of the written representations received from the directors as on March 31,2013, 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

ANNEXURE TO 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

I. In respect of its fixed assets:

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, all the fixed assets have been physically verified by the management in a phased periodical manner, 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 off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

II. In respect of its inventories:

a) The 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 are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

III. In respect of the 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 given unsecured loans to subsidiaries. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs..286,485,728/- and the year-end balance is Rs..286,485,728/-

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company.

c) The loan is interest free and principal amounts are repayable on demand.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has taken additional loan duringtheyearfromGroupCompanyofthepromoter.. Inrespectof the said loans, the maximum amount outstanding at any time during the year was Rs.. 550,165,937/- and the year-end balance is Rs..534,488,566/-.

f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company

g) The loan is interest free and principal amounts are repayable on demand.

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 purchases of fixed assets and for the services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system

V. In respect of the contracts or arrangements referred to in Section 301 ofthe Companies Act, 1956:

a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

VI. In our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and provisions of section 58 A and 58AA of the Companies Act, 1956 and the Rules framed there under to the extent applicable have been complied with.

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

VIII. 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.

IX. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other statutory dues have been generally 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 March 31, 2013 for a period of more than six months from the date of becoming payable.

X. The Company''s accumulated losses at the end of the financial year is less than 50% of its net worth. The Company has not incurred any cash loss during the financial year covered by the audit and in the immediately preceding financial year.

XI. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

XII. In our opinion and according to the explanations given to us and based on the information available, 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.

XIII. In our opinion, the Company is not a chit fund /nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

XIV. According to the information and explanations given to us the Company has not dealt in shares or in securities or debentures or other investment during the year.

XV. in our opinion and according to the information and explanations given to us the terms and conditions on which the company has given guarantee for loans taken by subsidiary company from banks are not prima-facie prejudicial to the interest of the company.

XVI. The Company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year have been applied for the purpose for which they were obtained.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used 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.

XiX. The company has not issued debentures and hence requirement of reporting regarding creation of securities in respects of debentures issued does not arise.

XX. The Company has not raised any monies by way of public issues during the year

XXI. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.



For Maharaj Rajan & Mathew,

Chartered Accountants

FirmRegnNo:001932S



Place: Bangalore Mathew Joseph, Partner

Date : 29th May, 2013 Membership No.22658


Mar 31, 2010

1. We have audited the attached Balance Sheet of KERALA AYURVEDA LIMITED as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date both annexed there to. 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 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 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable.

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 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 Profit and Loss Account and Cash Flow Statement dealt with by this report are in agre- ement with the books of account,

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section 3(C) of section.211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on 31st March 2010 and taken on re- cord by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 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 best of our information and according to the explanations given to us, the said acco- unts, read together with the notes 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 acce- pted in India.

i) In the case of the Balance Sheet, of the state of the companys affairs 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,

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

Annexure to the Auditors Report (Referred to in paragraph (3) of our report of even date)

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

b) All the fixed assets have not been physically verified by the management during the year but the Company has a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion the fixed assets disposed off during the year were not material so as to affect the going concern status of the company.

II. a) The management has conducted physical verification of inventory at reasonable intervals.

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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

III. In respect of the 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) During the year the Company has given unsecured loan to subsidiary company. In respect of the said loan the maximum amount outstanding at any time during the year is Rs. 120,900,643/- and the balance outstanding is Rs. 120,900,643/-. In our opinion and according to the information and explanation given to us the loan is interest free, repayable on demand and terms and conditions are not prejudicial to the interests of the company.

b) During the year the Company has taken additional loans from one existing party. In respect of the said loans maximum amount outstanding at any time during the year is Rs. 405,277,143/- and balance outstanding is Rs. 398,146,186/-. In our opinion and according to the information and explanations given to us the loan is interest free, repayable on demand and terms and conditions are not prejudicial to the interests of the company.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

V a) 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) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us the company has not accepted deposits from the public during the year. Therefore the provisions of clause 4 (vi) of the order are not applicable to the company.

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

VIII. We have broadly reviewed the books of account maintained by the company in respect of manufacture of Ayurvedic products pursuant to the order made by the Central Government for maintenance of cost records prescribed under section 209 (1) (d) of the Companies Act, 1956 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.

IX. According to the records of the company the company was regular in depositing the Provident Fund dues and Employees State Insurance dues with the appropriate authorities except in a few cases where there were delays. Based on our audit procedures and according to the information and explanations given to us there are no arrears of statutory dues including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty Service tax, Cess and other statutory dues applicable to it which have been remained outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

X. The companys accumulated loss at the end of the financial year is less than 50% of its net worth. The company has incurred cash loss during the year covered by our audit and during the immediately preceding financial year.

XI. The company has not defaulted in repayment of dues to financial institution or bank. The company has no debenture holders.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

XIV. The company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV. In our opinion and according to the information and explanations given to us the terms and conditions on which the company has given guarantee for loans taken by subsidiary company from banks are not prima-facie prejudicial to the interest of the company.

XVI. According to the information and explanation given to us term loans taken during the year were applied for the purpose for which the loans were obtained.

XVII. According to the information and explanations given to us the funds raised on short-term basis during the year have not been used for long-term investment.

XVIII. The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

XIX. The company has not issued any debentures and therefore the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XX. During the period covered by our audit report, the company has not raised any money by public issue.

XXI. Based upon the audit procedures performed and according to the information and explanations given and representations made by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For Maharaj Rajan & Mathew, Chartered Accountants

Place : Kochi Mathew Joseph, Partner

Date :21.08.2010 Membership No.22658



 
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