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Auditor Report of Nuway Organic Naturals (India) Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Nuway Organic Naturals (India) Limited, ("the Company"), which comprise the Balance Sheet as at 31/03/2015, the Statement of Profit and Loss, for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Art, 2013 the Act") with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

4. 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.

5. 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.

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

7. 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

8. 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, of the state of affairsoftheCompanyasat31/03/2015,anditsLossfortheyearendedonthatdate.

Report on Other Legal and Regulatory Requirements

9. As required by 'the companies (Auditor's report) order 2015' issued by the Central Government of India in terms of Sub-section (ii) of 143 of the Act (hereinafter referred to as the 'order') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us. We give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

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

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

(b) Inouropinion.properbooksofaccountasrequiredbylawhavebeenkeptbytheCompany so far as it appears from our examination of those books.

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

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

(e) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

(h) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, the company did not done any derivative contracts.

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

Annexure to the Independent Auditors' Report

(Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section 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 fixed assets.

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification

2. In Respect of Inventory

(a) Physical verification of inventory has been conducted at reasonable intervals by the management

(b) Procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There is no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. Loans and advances to parties covered under section 189

No such loans were found ,in respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore the provisions of clause 3(iii), (iii) (a) and (iii) (b) of the said order are not applicable to the company.

4. Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control

In our opinion and according to the information and explanations given to us there are adequate internal control systems 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. During the course of audit We have not observed continuing failure to correct major weaknesses in internal control system.

5. Rules followed while accepting Deposits

No deposits within the meaning of Sections 73 to 76 or any other relevant provision of the Act and rules farmed there under have been accepted by the Company.

6. Maintenance of cost records

We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under section (1) of section 148 of the Act, and are of the opinion that, prime facia, the prescribed accounts and records have been made and maintained, we have not, however made a detailed examination of the records with a view of determine whether they are accurate or complete.

7. According to the information and explanations given to us in respect of statutory dues

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Investor education protection fund, Employees" state insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees 'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities were in arrears, as at 31st March,15 for a period of more than six months from the date they became payable

(c) N.A.

8. Company which has been registered for a period less than five years and accumulated losses are more than 50% of Net worth Reporting of cash Losses

The company's accumulated losses at the end of the financial year are more than Fifty percent of its net worth.

The company has incurred cash loss during the year. In the immediately preceding financial year the company had incurred cash loss.

9. Default in Repayment of Loans taken from Bank or Financial Institutions

The company has not defaulted in repayment of dues to financial institution or bank

10-Terms for Loans and Advances from Banks or Financial Institutions prejudicial to the interest of the company On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions

11. Application versus purpose for which Loan Granted

In our opinion, the term loans raised by the company during the year have been applied for the purpose for which it was raised

12. Reporting of Fraud During the Year Nature and Amount

During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place : Rajpura

Date : 05/06/2015


Mar 31, 2014

We have audited the accompanying financial statements of Nuway Organic Naturals India Limited which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for 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, financial performance the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

(b) In the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date;

(c) In 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 sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

* 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;

* 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

* The balance sheet, statement of profit and loss, dealt with by this report are in agreement with the books of account

* In our opinion, the balance sheet, statement of profit and loss, comply with the accounting standards referred to in subsection (3c) of section 211 of the Companies Act 1956;

* On the basis of written representations received from the directors as on March 31,2014, and taken on record by the board of directors, none of the directors is disqualified as on March 31,2043, from being appointed as a director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

* Since the central government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

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

(b) As explained to us, the management during the year has physically verified all the fixed assets and we are informed that no material discrepancies were noticed on such verification.

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

2. In respect of its inventories:

(a) As explained to us, the Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book record.

3. 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 not granted any fresh unsecured advance to any person covered in the registers maintained under Section 301 of the Companies Act, 1956.

(b) Since the company has not granted any loan to parties listed in the register maintained under section 301 of the Companies Act, 1956, so clause 5 (iii) (b), (c), and (d) of CARO 2003 are not applicable on the Company.

(e) The company has taken unsecured loan of Rs. 20.50 lacs from parties covered under section 301 of the Companies Act, 1956. The year-end balance of loan taken from such parties was Rs. 551.03 lakhs.

(f) The terms and conditions of the loan are prima facie not prejudicial to the interest of the company.

(g) The parties are regular in repaying the principal amounts as stipulated and have been regular in payment of interest wherever applicable.

4. 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 with regard to purchase of inventory, fixed assets and with regard to the sale of goods. There is no continued failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to 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 and exceeding the value of rupees five lakhs in respect of each party during the year have been made at a price which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public are not applicable on the Company as the company has not accepted any deposits from public and only unsecured loans from the directors, their relatives and associates have been accepted in earlier years due to condition imposed by the bankers of the company from whom loans have been raised.

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

8. As per information and explanations given to us, the company has maintained cost records as prescribed by Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. In respect of statutory dues:

(a) According to the records of the Company, it is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax ,custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2014, for a period of more than six months from the date they become payable.

(b) As per information and explanations given to us, there is no disputed amount in respect of sales tax, income tax, custom tax, wealth tax, service tax, excise duty or cess, which has not been deposited on account of any dispute.

10. The company has accumulated losses of Rs 1325.96 Lacs at the end of the financial year. The company has incurred cash losses of Rs.144.46 Lacs in the financial year under audit.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks.

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

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the Provisions of clause 4(xiii) of the Companies (Auditor"s Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor"s Report) Order, 2003 (as amended) are not applicable to the company.

15. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19. The Company has not issued any debentures.

20. The Company has not raised any money by public issue during the financial year covered by our audit.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Miglani Rakesh & Associates Chartered Accountants

Sd/- R.K Miglani (Prop.) Place: Rajpura FRN: 012227N Date: 30.05.2014 Membership No. 090734


Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of NUWAY ORGANIC NATURALS INDIA LIMITED, which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 risks of material misstatements of financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 opinion.

Opinion

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

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

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

(c) In 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, issued by the Central Government of India in terms of sub -section (4A) of section 227 of the Companies Act, 1956, we give in Annexure a statement on the matters specified in paragraph 4 and 5 of the said 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 accounts as required by law have been kept by the company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in arrangement with the books of accounts;

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

(e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the director is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act 1956 nor has it issued any Rules under the said section, prescribing the manner in which cess is to be paid, no cess is due and payable by the Company

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:

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

(b) As explained to us, the management during the year has physically verified all the fixed assets and we are informed that no material discrepancies were noticed on such verification.

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

2. In respect of its inventories:

(a) As explained to us, the Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book record.

3. 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 not granted any fresh unsecured advance to any person covered in the registers maintained under Section 301 of the Companies Act, 1956.

(b) Since the company has granted any loan to parties listed in the register maintained under section 301 of the Companies Act, 1956, so clause 5 (iii) (b), (c), and (d) of CARO 2003 are not applicable on the Company.

(e) The company has taken unsecured loan of Rs. 250 lacs from parties covered under section 301 of the Companies Act, 1956. The year-end balance of loan taken from such parties was Rs. 596.21 lakhs.

(f) The terms and conditions of the loan are prima facie not prejudicial to the interest of the company.

(g) The parties are regular in repaying the principal amounts as stipulated and have been regular in payment of interest wherever applicable.

4. 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 with regard to purchase of inventory, fixed assets and with regard to the sale of goods. There is no continued failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to 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 and exceeding the value of rupees five lakhs in respect of each party during the year have been made at a price which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public are not applicable on the Company as the company has not accepted any deposits from public and only unsecured loans from the directors, their relatives and associates have been accepted in earlier years due to condition imposed by the bankers of the company from whom loans have been raised.

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

8. As per information and explanations given to us, the company has maintained cost records as prescribed by Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. In respect of statutory dues:

(a) According to the records of the Company, it is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax ,custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2013, for a period of more than six months from the date they become payable.

(b) As per information and explanations given to us, there is no disputed amount in respect of sales tax, income tax, custom tax, wealth tax, service tax, excise duty or cess, which has not been deposited on account of any dispute.

10. The company has accumulated losses of Rs 618.56 Lacs at the end of the financial year. The company has not incurred cash losses in the financial year under audit and neither in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks.

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

13. The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the Provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

15. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has not availed fresh Term Loans during the financial year covered by our audit.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18. The Company has made any preferential allotment of shares to parties covered under section 301 of Companies Act, 1956 during the financial year covered by our audit. As per information and explanations given the price at which shares are issued is not prima facie prejudicial to the interest of the company.

19. The Company has not issued any debentures.

20. The Company has not raised any money by public issue during the financial year covered by our audit.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For Shanti Prashad & Company

Chartered Accountants

Sd/-

Place : Delhi (Ashish Kumar Aggarwal)

Dated : 31.05.2013 Partner

M No. 522443


Mar 31, 2011

We have audited the attached Balance Sheet of NUWAY ORGANIC NATURALS INDIA LIMITED as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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.

1. As required by the Companies (Auditor's Report) order, 2003 (as amended), issued by Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 1 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 examination of such books at 22, Pratap Colony, Model Gram, Ludhiana, 141002.

(c) The Balance Sheet, Profit and loss and cash flow statement account referred to in this report are in agreement with the books of account.

(d) In our opinion, the Profit and Loss Account, the Balance Sheet and cash flow statement comply with the Accounting standards referred to in Section 211(3C) of the Companies Act, 1956, to the extent applicable.

(e) On the basis of the information received from the management, We report that none of the Directors is disqualified, from being appointed as a director of the company 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 Balance Sheet, the Profit and Loss account and cash flow statement 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 accepted in India:

(i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. (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 during the year at reasonable intervals and we are informed that no material discrepancies were noticed on physical verification.

(c) 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

2. (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 is maintaining proper records of inventory and the discrepancies noticed on physical verification of inventory as compared to book records, which were not material, have been properly dealt with in the books of account.

3. (a) The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the registers maintained under Section 301 of the Companies Act, 1956.

(b) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(b) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(c) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(c) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(d) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(d) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(e) The company has taken fresh unsecured loan of Rs. 1240.00 Lakhs from persons covered in the register maintained under section 301 of the Companies Act, 1956. The year end balance of the loan taken from such persons is Rs.1930.00 Lakhs.

(f) The terms and conditions of the loan are prima facie not prejudicial to the interest of the company.

(g) The repayment of loan and interest amount is regular.

4. 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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. There was no continuing failure to correct major weaknesses in the internal control systems.

5. (a) According to information and explanation given to us, we are in the opinion that the particulars of contract or arrangement referred to in section 301 of The Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and as per information and explanations given to us, the transaction made in pursuance of contacts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 in respect of any party with which transaction during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and as per information and explanations given to us, The company has complied with the provisions of Sec 58A and 58AA of the companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 with regard to deposit accepted from the public. As informed to us, the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other tribunal has passed no order in this regard against the company.

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

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company, it is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and other applicable statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, and Cess were outstanding, as at 31st March, 2011, for a period of more than six months from the date they become payable.

(b) As per information and explanations given to us, there is no disputed amount in respect of sales tax, income tax, custom tax, wealth tax, service tax, excise duty or cess, which has not been deposited on account of any dispute.

10. The company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in the financial year under audit and neither in the immediately preceding financial year.

11. 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.

12. As explained to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Provisions of any special statute applicable to Chit Fund are not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies(Auditors report) Order, 2003 are not applicable to the company. The Investments made in shares is held in the name of the company.

15. As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. During the year the company has availed various fresh term Loan of Rs. 1850 Lakhs from Oriental Bank of Commerce. Further In our opinion and according to information and explanations received by us from the management, we report that the term loans were applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on as overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short-term assets except permanent working capital.

18. The Company has not made any preferential allotment of shares during the year to the persons covered in the register maintained under section 301 of Companies Act, 1956.

19. The Company has not issued any debentures.

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

21. According to the informations and explanations given to us no material fraud on or by the company has been noticed or reported during the year.

For Shanti Prashad & Company

Chartered Accountants

Sd/-

Place: Delhi (Satish Agrawal)

Dated: 02nd Sep 2011 Partner

M No. 505969/ FRN 019923N


Mar 31, 2010

We have audited the attached Balance Sheet of Nuway Organic Naturals India Limited (the company) as at 31st March 2010 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial state-ments are the responsibility of the Companys Management. Our responsibility is to express an opinion on those financial statements based on our audit

We conducted our audit in accordance with auditing stan- dards 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.

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 paragraphs 4 and 5 of the said Order

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

(i) We have obtained all the informations and explanations, which to the best of our knowledge and belief were necessary for purposes of our audit:

(ii) 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 maintained at the registered office of the company at 22, Pratap Colony Model Gram , Ludhiana, 141002:

(iii) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Direc-tors 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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Compa-nies Act, 1956, 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, 2010, and

(b) in the case of Profit and Loss Account 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

Annexure to the Auditors Report

STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR AUDITORS REPORT OF NUWAY ORGANIC NATURALS INDIA LIMITED FOR THE YEAR YEAR ENDED ON 31st MARCH 2010.

i) a) The Company has generally maintained proper records showing full particulars including quantit tive details and situation of fixed assets.

b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

c) The substantial assets were not been disposed off during the year affecting the going concern.

ii) (a) As explained to us, the inventories have been physically verified by the management at reason able intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedures of phys cal verifications 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 is maintaining proper records of inventory. The discrepancies noticed on verifica tion between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

iii) The Company has not taken or given any secured loans from/to companies, firms or other parties covered in the register maintained under section 301 of the Act. How- ever the unsecured loan without interest amounting to Rs. 140 Lacs taken from companies, firms or other parties covered in the register maintained under section 301 of the Act and the terms of repayment are not prima facie prejudicial to the interest 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 and fixed assets and for the sale of goods and services. In our opinion and according to the infor- mation and explanations given to us, there is no continu-ing failure to correct major weaknesses in internal con-trol.

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

vi) The Compliance with directives issued by RBI, the provi-sions of Sections 58A, 58AA or any other relevant provi- sions of the Act and rules framed there under with regard to the deposits accepted from the public are not appli-cable.

vii) In our opinion, the Company has built up the internal audit system commensurate with the size and nature of its business.

viii) The requirement of maintenance of cost record pursuant to rule made by Central government for maintenance of cost record under section 209 (1)(d) of the Companies Act, 1956 is not applicable.

ix) The company is regular in depositing undisputed statu- tory dues including , Provident fund, Investor Education Protection Fund, Employees State Insuance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues appli- cable with appropriate authorities. The arrears of out- standing dues as at the last day of the financial year concerned for a period of more than 6 months from the date they became payable were NIL.

x) The company has no accumulated losses at the end of the Financial Year. No cash losses were incurred in the concerned Financial Year and in the immediately preced- ing Financial Year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

xii) The Company has not granted any loans and a vances on the basis of the security by way of pledge of shares, debentures or other securities.

xiii) The company is not a Chit Fund, Nidhi or Mutual Benefit Society. Hence, the requirements of item of paragraph 4 of the Order is not applicable to the company.

xiv) The requirement of maintenance of record of tran actions and contracts in shares, securities, debentures and other investments are not applicable as the Company has not entered into such transactions during the year.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions

xvi)The Company has not taken any term loan during the year.

xvii) The funds raised on short-term basis amounting to Rs. 9,72,52,921/- against the increase in current liabili- ties were used for long term Investment during the year.

xviii) According to the information and explanations given to us, no preferential allotment of Equity shares including Fully/Partly Convertible Debentures or other instruments has been made by the company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956

xix)The company has not issued any debentures Hence. the requirements of clause (xix) of pargraph 4 of the Order is not applicable to the company.

xx) The Company has not raised any money by public issues during the year.

xxi)According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For Alok Bajaj & Associates Chartered Accountants

Sd/- (ALOK BAJAJ) B.COM (HONS) F.C.A. Membership No. 084515 PROPRIETOR

Place : New Delhi Date : 30/08/2010


Mar 31, 2009

We have audited the attached Balance Sheet of Nuway Organic Naturals India Limited (the company) as at 31st March 2009 and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial state- ments are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financiai statements based on our audit.

We conducted our audit in accordance with auditing stan- dards 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 disclo- sures 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.

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 paragraphs 4 and 5 of the said Order.

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

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

(ii) 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 maintained at the registered office of the company at 22,Pratap Colony Model Gram, Ludhiana, 141002;

(iii) The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub - section (1) of section 274 of the Companies Act, 1956

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Compa- nies Act, 1956, 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, 2009; and

(b) in the case of Profit and Loss Account, 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.

ANNEXURE TO THE AUDITORS REPORT

STATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR AUDITORS REPORT OF NUWAY ORGANIC NATURALS INDIA LIMITED FOR THE YEAR YEAR ENDED ON 31" MARCH 2009.

i) (a) The Company has generally maintained proper records showing full particulars including quanti- tative details and situation of fixed assets.

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) The substantial assets were not been disposed off during the year affecting the going concern.

ii) (a) As explained to us, the inventories have been physically verified by the management at reason- able intervals during the year. In our opinion, the frequency of such verification is reasonable hav- ing regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifications 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 is maintaining proper records of inventory. The discrepancies noticed on verifica- tion between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

iii) The Company has not taken or given any loans, secured or unsecured , from/to companies, firms or other parties covered in the register maintained under section 301 of the Act.

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 pur- chase of inventory and fixed assets and for the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in inter- nal control.

v) (a) The particulars of contracts or arrangements re- ferred to in section 301 of the Act have been entered in the register required to be maintained under that section.

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

vi) The Compliance with directives issued by RBI, the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and rules framed there under with regard to the deposits accepted from the public are not applicable.

vii) In our opinion, the Company has built up the internal audit system commensurate with the size and nature of its business.

viii) The requirement of maintenance of cost record pursu- ant to rule made by Central government for mainte- nance of cost record under section 209(1) (d) of the Companies Act, 1956 is not applicable.

ix) The company is regular in depositing undisputed statu- tory dues including , Provident fund, Investor Educa- tion Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Cus- toms Duty, Excise Duty, Cess and any other statutory dues applicable with appropriate authorities. The ar- rears of outstanding dues as at the last day of the financial year concerned for a period of more than 6 months from the date they became payable were NIL.

x) The company has no accumulated losses at the end of the Financial Year. No cash losses were incurred in the concerned Financial Year and in the immediately pre- ceding Financial Year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

xii) The Company has not granted any loans and advances on the basis of the security by way of pledge of shares, debentures or other securities.

xiii) The company is not a Chit Fund, Nidhi or Mutual Benefit Society. Hence, the requirements of item (xiii) of para- graph 4 of the Order is not applicable to the company.

xiv) The requirement of maintenance of record of transac- tions and contracts in shares, securities, debentures and other investments are not applicable as the Com- pany has not entered into such transactions during the year.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The Company has not taken any term loan during the year.

xvii) The funds raised on short-term basis have not been used for long term Investment.

xviii) According to the information and explanations given to us, no preferential allotment of Equity shares including Fully/Partly Convertible Debentures or other instru- ments has been made by the company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures. Hence, the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

xx) The Company has not raised any money by public issues during the year.

xxi) According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For Alok Bajaj & Associates Chartered Accountants

Sd/-

(ALOK BAJAJ)

B.COM. (HONS)F.C.A.

Place : New Delhi PROPRIETOR

Date : 29/08/2009 Membership No. 084515

 
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