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Auditor Report of Nutraplus India Ltd.

Mar 31, 2015

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

Management's responsibility for the (Standalone) Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 ( "the Act")with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the companies (Accounts) Rules, 2014.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

OTHER MATTERS

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For AMPAC & Associates,

Chartered Accountants

Firm's Registration No.: 112236W

CA Milan J. Desai

Partner

Membership No.:42769

Mumbai May 29, 2015


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE TO OUR REPORT

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

1. In respect of fixed assets:

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

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

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

2. In respect of inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For M/S AMPAC & Associates Chartered Accountants FRN112236w

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


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes valuating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

ANNEXURE TO OUR REPORT

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

Requirements" of our report of even date

1. In respect of fixed assets:

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

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

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

2. In respect of inventories:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



FOR M/S AMPAC & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN112236w





Mumbai M. J. Desai

Dated:29thMay2013 Partner

Membership No. 042769


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to above, we report that:

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

b) In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books.

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

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

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

f) Subject to note 14 of Schedule 19 relating to non-disclosure of status of creditors and non- provision of interest thereon required under the Micro, Small and Medium Enterprises Development Act 2006, in our opinion and according to the best of information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted India:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For M/s. AMPAC & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE : MUMBAI

DATE : 31st May 2010 M.J. DESAI

PARTNER

Membership No. 42769

Firm Registration No. 112236W

 
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