Auditor Report of Sampre Nutritions Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of M/s. SAMPRE NUTRITIONS LIMITED ("the company"), which comprise the Balance Sheet as at March 31st, 2014, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in. 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

3. 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 plat and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The Procedure selected depend on the auditor''s judgment, including the assessment of the risks of materials 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 appropriate in the circumstances. An audit also includes evaluation the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluation the overall presentation of the financial statements.

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

Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2014.

b. In the case of the Statement of Profit & Loss, of the Profit of the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government 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.

3. 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 purposes of our audit.

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

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

d. In our opinion, the 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.

e. On the basis of the written representation received from the directors as on 31st March 2014 taken on record by the Board of Directors, none of the directors is disqualified as a Director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITOR''S REPORT

In our opinion and according to the information and explanations given to us, the nature of the company''s business / activities during the year are such that clauses (v), (x), (xii), (xiii), (xv), (xviii), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company. In respect of the other clauses, we report as under:

(i) In respect of Fixed Assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the Information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

(ii) In respect of Inventory:

(a) As explained to us, the Inventories other than material lying with third parties (which have substantially been confirmed) were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(iv) 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 our audit, we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1986 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanation given to us, no Order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

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

(vii) We have broadly reviewed the cost records maintained by the Company, as 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 and are being made up. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(viii) According to the information and explanation given to us and according to the books and records as produced and examined by us, in our opinion :

(a) The Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, Cess and other material statutory dues as applicable with the appropriate authorities.

(b) As at 31st March 2014, the following are the particulars of dues on account of income tax, sales tax, wealth tax, service tax, excise duty and Cess matters that have not been deposited on account of any dispute:

Name of Nature of the Amount Rs. Period to which the the Dues amount relates Statute Various Years covering the period As on 31st March 2014

Central Excise Duty Excise Duty From April-2007 To Excise Act, Rs.74, 45,614/- & March-2011 1944 Penalty of Rs.74, 45,614/-.

Central Excise Duty Excise Duty From April-2011 To Excise Act, Rs.20, 03,700/-, & January-2012. 1944 Penalty of Rs.60, 00,000/-.

Central Excise Duty Interest Paid is FY 2008-09 Excise Act, Rs.5,92,478/- & 1944 is Rs.2,232/- & Excise Duty Paid of Rs.13,41,403/-

Central Excise Duty Excise Duty Paid is From April-2008 To Excise Act, Rs.3, 40,194/- & March-2009 1944 Interest and Penalty paid of Rs.1, 25,872/- & Rs.85, 049/-.

Central Excise Duty Excise Duty of From February-2012 Excise Act, Rs.21, 83,993/- To September-2012. 1944 and Penalty of Rs.2, 00,000/-.

Central Excise Duty Excise Duty on From June-2008 To Excise Act, Freebies Paid Rs. January-2013 1944 63, 49,974/-.

Central Excise Duty Excise Duty on From October-2012 To Excise Act, Freebies Paid Rs. March-2013 1944 10,05,000/-.



Name of the Statute Forum where pending

Central Excise Act, 1944 CESTAT, Bangalore, OIO No.34/2012 Dated: 19.07.2012.

Central Excise Act, 194 Commissioner of Central Excise Appeals O.R.No.135/2012 Dated:24.01.2013

Central Excise Act, 1944 CESTAT, Bangalore, OIO No.33/2011 Dated: 17.08.2011

Central Excise Act, 1944 CESTAT, Bangalore, OIO No.04/2012 Dated: 12.03.2012

Central Excise Act, 1944 Commissioner of Central Excise Appeals O.R.No.342013. Dated:31.05.2013.

Central Excise Act, 1944 Commissioner of Central Excise O.R.No.1272013. Dated:02.07.2013

Central Excise Act, 1944 Commissioner of Central Excise O.R.No.230/2013. Dated:29.10.2013

Out of the total disputed dues approximate Rs. 3 Crore of above has been stayed for recovery by the relevant authorities.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or to debenture holders during the year.

(x) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debenture and other investments and timely entries have been made therein. All share, securities, debentures and other investments have been held by the Company in its own name.

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

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no significant fraud on the Company has been noticed or reported during the year.

For KJD SRINIVAS & CO Chartered Accountants (Firm No. 05352S)

Place: Medchal Date: 28.08.2014 Sd/- KJD SRINIVAS Partner Membership Number : 200487

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Mar 31, 2013

Report on Financial Statements

1. We have audited the accompanying financial statements of M/s. SAMPRE NUTRITIONS LIMITED ("the company"), which comprise the Balance Sheet as at March 31st, 2013, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in. 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

3. 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 plat and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The Procedure selected depend on the auditor''s judgment, including the assessment of the risks of materials misstatement of materials 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 appropriate in the circumstances. An audit also includes evaluation the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluation the overall presentation of the financial statements.

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

Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2013.

b. In the case of the Statement of Profit & Loss, of the Profit of the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 2207(4A) of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the Order.

3. 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 purposes of our audit.

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

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

d. In our opinion, the 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.

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

ANNEXURE TO THE AUDITOR''S REPORT

In our opinion and according to the information and explanations given to us, the nature of the company''s business / activities during the year are such that clauses (v), (x), (xii), (xiii), (xv), (xviii), (xix) and (xx) of paragraph 4 of the Order are not applicable to the Company. In respect of the other clauses, we report as under:

(i) In respect of Fixed Assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the Information and explanations given to us, no material discrepancies were noticed on such verification.

(c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

(ii) In respect of Inventory:

(a) As explained to us, the Inventories other than material lying with third parties (which have substantially been confirmed) were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(iv) 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 our audit, we have not observed any major weakness in such internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1986 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanation given to us, no Order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

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

(vii) We have broadly reviewed the cost records maintained by the Company, as 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 and are being made up. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(viii) According to the information and explanation given to us and according to the books and records as produced and examined by us, in our opinion :

The Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, Cess and other material statutory dues as applicable with the appropriate authorities.

Out of the total disputed dues aggregating Rs.3, 41, 16,123/- of above, Rs.2,52,78,921/-has been stayed for recovery by the relevant authorities.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or to debenture holders during the year.

(x) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debenture and other investments and timely entries have been made therein. All share, securities, debentures and other investments have been held by the Company in its own name.

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

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no significant fraud on the Company has been noticed or reported during the year.

For KJD SRINIVAS & CO

Chartered Accountants

(Firm No. 05352S)

Sd/-

Place: Secunderabad KJD SRINIVAS

Date: 29.05.2013 Partner

Membership Number : 200487

---

Mar 31, 2011

1. We have audited the attached balance sheet of M/s. SAMPRE NUTRITIONS LIMITED as at 31" March 2011, the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 (Auditor's Report) Order, 2003 (including all amendments thereafter) 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.

4. 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 the 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;

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

Civ) In our opinion, the balance sheet, and profit and loss account 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 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 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 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:

(a) In the case of the balance sheet, the state of affairs of the company as at 31 st March 2011;

(b) In the case of the profit and loss account, the profit for the year ended on that date.

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

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

(b) Fixed Assets disposed off during the year; do not affect the going concern status of the company.

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

(b) 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v) (b) of the order is not applicable.

(vi) Company has not accepted any deposits from the public with in the meaning of sections 58A and 58AA of the company Act, 1956 and rules framed there under.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of activities carried out by the company.

(ix) (a) The company is generally been regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. However the Company is not regular in depositing Provident Fund and Employees State Insurance within the due dates.

(x) The company does not have accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence clause 4(xii) of the order is not applicable.

(xiii) In our opinion, 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 are not applicable to the company.

(xiv) 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 are not applicable to the company.

(xv) The company has not issued any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly Clause 4(xviii) of the order is not applicable.

(xix) According to the information and explanations given to us, the company has not issued any debentures. Accordingly Clause 4(xix) of the order is not applicable.

(xx) The company has not raised any money by public issue during the year. Accordingly Clause 4(xx) of the order is not applicable.

(xxi) 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 KJD SRINIVAS & CO

Chartered Accountants

(Firm No: 053525)

Place: Secunderabad

Date: 09.09.2011 Sd/-

KJD SRINIVAS

Partner

Membership Number: 200487

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Mar 31, 2010

1. We have audited the attached balance sheet of M/s. SAMPRE NUTRITIONS LIMITED as at 31st March 2010, the profit and loss account for the year ended oh that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 (including all amendments thereafter) 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.

4. 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 the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have beerv kept by the company so far as appears from our examination of those books.

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, and profit and loss account 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 directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the schedules and notes and accounting policies hereon 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.

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

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

(c) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our report of even date,

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

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

(c) Fixed Assets disposed off during the year; do not effect the going concern status of the company.

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

(b) 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. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the.clause 4(v) (b) of the order is not applicable.

(vi) Company has not accepted any deposits from the public with in the meaning of sections 58A and 58AA of the company Act, 1956 and rules framed there under.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of activities carried out by the company. (ix)

(a) The company is generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(x) The company does not have accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence clause 4(xii) of the order is not applicable.

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

(xiv) 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 (Auditors Report) Order, 2003 are not applicable to the company.

(xv) The company has not issued any guarantee for loans taken by others from banks or financial institutions.

(xvi) In ouropinion, the term loans have been applied for the purpose for which they were raised.

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

(xviii) According to the information arid explanations given to us, the company has not made preferential allotment of shares to parties.and companies covered in the register maintained under section 301 of the Act. Accordingly Clause 4(xviii) of the order is not applicable.

(xix) According to the information and explanations given to Us, the company has not issued any debentures. Accordingly Clause 4(xix) of the order is not applicable.

(xx) The company has not raised any money by public issue during the year. Accordingly Clause 4(xx) of the order is not applicable.

(xxi) 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 KJD SRINIVAS & CO.,

Chartered Accountants

Sd/- {V SRIRAMA MURTY}

Place: Secunderabad. Partner

Date: 26-08-2010 MNo.216780

---

Mar 31, 2009

1. We have audited the attached balance sheet of M/s. SAMPRE NUTRITIONS LIMITED as at 31st March 2009, the profit ana loss aecount for year ended on that date annexed thereto. These financial statements are the responsibilliy 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 the 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 providers a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (including all amendments thereafter) 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.

4. 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 the 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;

(iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, and profit and loss account 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 31 st March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st 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 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

(a) in the case of the balance sheet, of the state of affairs of the company as at 3st March 2009.

(b) in the cese of the profit and loss account, of the profit for the year ence on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph a of our report of even date,

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our OPINION , is reasonable having regard to the size of the company and the nature of its assets No marealescic esncies erprtcies were noticed on such verification.

(c) Fixed Assets disposed off during the year; do not affect the going concern Status of the company.

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

(b) the project ohysica! verification of inventories followed by the management are reesonab!e and adequate is relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventry. The diiscrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not applicable.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clause 4(v) (b) of the order is not applicable.

(vi) Company has not accepted any deposits from the public with in the meaning of sections 58A and 58 a a of the company Act, 1956 and rules framed there under.

(vii) In as optical the company has an internal audit system commensurate with the size and nature of its business. *

(viii) According to the information and explanations given to us, the Centra! Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of activities carried out by the company.

(ix) The company is generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax custom duty, excise duty, cess and other material statutory dues applicable to it.

(x) The company does not have accumulated losses as at the end of the financial year and has notificationcosh losses in the current financial year covered by our audit and in the immediately preejing financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) In our opinion and according to the information and explanations given to us the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and orther securities. Hence clause 4(xii) of the order is not applicable.

(xiii) In our opinion, the company is not a chit fund or a nidhi/muiual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the - copmany.

(xiv) 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 (Auditors Report) Order, 2003 are not applicable to the company.

(xv) The company has not issued any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the tern lioans have been applied for the purpose for which they were raised.

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

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly Clause 4(xviii) of the order is not applicable.

(xix) According to the information and explanations given to us, the company has not issued any debentures. Accordingly Clause 4(xix) of the order is not applicable.

(xx) The company has not raised any money by public issue during the year. According Cause 4(xx) of the order is not applicable.

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

For TP RAO & CO

Chartered Accountants



Sd/-

Date: 26.08.2009 J . Prasad Rao

Place: Hyderabad Proprietor

M No, 019096