Auditor Report of Unique Organics Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of UNIQUE ORGANICS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the 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

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

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

(f) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and according to the explanation given to us:

i) The Company has disclosed the impact of pending litigations on its financial positions in its financial statements, if any.

ii) The Company has made provisions, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 1 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) Fixed assets have been physically verified by the Management at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

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 has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of accounts.

iii) The company has not granted loans, secured or unsecured, to Companies, firms or other parties, covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, provisions of clause (iii) (a) and (b) of the said order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventories, fixed asset and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits in terms of the provisions of section 73 to 76 of the Companies Act, 2013 and the Rules framed there under and the directives issued by the Reserve Bank of India.

vi) We have broadly reviewed the books of account maintained by the Company, pursuant to the Companies (Cost Records and audit) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

vii) a) In our opinion and according to the information and explanations given to us, Company is generally been regular in depositing with appropriate authorities undisputed statutory dues, as required under this clause and applicable to the Company during the year. According to the information and explanations given to us, there is no undisputed amount payable in respect of statutory dues, outstanding for more than six months from the date they become payable as on 31st March, 2015.

b) According to the information and explanations given to us, there are no statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

c) In our opinion and according to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) Based on our audit procedure and on the basis of information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company has not issued any debentures.

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

xi) To the best of our knowledge and belief and according to the information and explanations given to us, the company has not taken any term loan. Other loans from bank were applied for the purpose for which these were obtained.

xii) In our opinion and according to 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 A.K. Meharia & Associates Chartered Accountants

(A. K. Meharia) Partner Place: Kolkata Membership No.53918 Dated: 27th May, 2015 Firm Reg. No. 324666E

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Mar 31, 2014

We have audited the accompanying financial statements of UNIQUE ORGANICS LIMITED Company which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other expfanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply wiUn 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 mannerso required and givea 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 and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 {"the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

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

(a) we have obtained ali 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 bean kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(c) the Balance Sheet,Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

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

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

(f) Sincethe Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 A of the CompaniesAct, 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.

i) a) The Company has maintained proper records showing foil particulars, including quantitative details and situation of fixed Assets.

b) Fixed assets have been physically verified by the Management. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) No fixed assets disposed off during the year, and therefore, in our opinion, the going concern status of the company is no Assets.

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 theslzeof the company and the nature of its business.

c) The Company has maintained proper records of its inventories. No material discrepancies were noticed on physical Verification.

Opinion and according to the information and explanations given to us, there is adequate commenLrate with the size of the Company and nature of its business, for the purchase of inventones fixed asset and for the services. During the" course of our audit, we have not observed any major wealness in internal control

According to the information and explanation provided by the management, there have been no contracts or arrangement during the%ar that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

Therefore, the provisionsofciauses(v) (a) and {b)ofthe order are not applicable.

Vi) The Company has not accepted any deposit from the public as stiputated under the Provisions of section 58 A and 58 AA of the Companies Act, 1956, , in our opinion and according to tlto Information and explanations gham to os, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company, pursuant to the Companies (Cost Accounting Records)Ru(es 2011 prescribed by the Central Govemment under Section209(1) (d)oftheCompaniesAct, 1956andareof the opinion that prime fade, the prescribed accounts and cost records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate and complete,

ix) a) in our opinion and according to the information and explanations given to us. Company is generally been regular depositing with appropriate author it ie sundisputed statutory dues, as required under this clause and applicable to the Company during the

b) ording to the information and explanations given to us.there is no undisputed amount payabie in respect of statutory dues, outstanding form orethan six months from the date they become payable as on 31st March,2013.

c) According to the information and explanations g ven to us, there are no statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

X) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year, xi} Based on our audit procedure and on the basis of information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions or banks.

xii) According to the information andexplanations 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.

xtii) The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore ciause 4(xiii) of the order is not applicable to the Company.

xiv) in our opinion, the Company is not dealing in or trading in shares, securities, debentures, other investments and contracts.

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

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans were applied for the purpose for which these were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no funds raised on short term basis have been used for tong term investment,

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

xix) The Company has not issued any debentures during the year.

xx) During the year the Company has not raised any money by way of public issue. Hence clause (xx) of Para 4 of the order is not applicable.

xxi) In our opinion and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Some of me edvences given eod taken end Sund-V Debtom S Ceditom a.e Subiec, to me Confineedone from me respective parties.

For A.K. Meharia & Associates Chartered Accountants

Sd/- A.K. Meharia Partner Place ;Kolkata Membership No. 53918 Dated; 23th May, 2014 FRN. 324666E

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of UNIQUE ORGANICS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 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 preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 31st March, 2013;

(b) in the case of the statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

(b) in our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors as on 31sl March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 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) Fixed assets have been physically verified by the Management. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) No fixed assets disposed off during the year, and therefore, in our opinion, the going concern status of the company is not affected.

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 has maintained proper records of its inventories. No material discrepancies were noticed on physical verification.

iii) a) The company has not granted loans, secured or unsecured to Companies, firms or other parties, covered in the register maintained under section 301 of the Companies Act, 1956 Therefore, provisions of clause (iii) (a) to (d) of the said order are not applicable.

b) The Company has not taken any loan, secured or unsecured from the company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, provisions of clause (iii) (e) to (g) of the said order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventories, fixed asset and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system.

v) According to the information and explanation provided by the management, there have been no contracts or arrangements during the year that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v) (a) and (b) of the order are not applicable.

vi) The Company has not accepted any deposit from the public as stipulated under the Provisions of section 58A and 58AA of the Companies Act, 1956.

vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company, pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

ix) a) In our opinion and according to the information and explanations given to us, Company is generally been regular in depositing with appropriate authorities undisputed statutory dues, as required under this clause and applicable to the Company during the year.

b) According to the information and explanations given to us, there is no undisputed amount payable in respect of statutory dues, outstanding for more than six months from the date they become payable as on 31 st March, 2013.

c) According to the information and explanations given to us, there are no statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) Based on our audit procedure and on the basis of information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions or banks.

xii) According to the 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.

xiii) The Company is not a chit fund or nidhi/mutual benefit fund/society, therefore clause 4(xiii) of the order is not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures, other investments and contracts.

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

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans were applied for the purpose for which these were obtained.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, no funds raised on short term basis have been used for long term investment.

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

xix) The Company has not issued any debentures during the year.

xx) During the year the Company has not raised any money by way of public issue. Hence clause (xx) of Para 4 of the order is not applicable.

xxi) In our opinion and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Dated: 29th May, 2013 For A.K. Meharia & Associates

Chartered Accountants

Sd/-

(A. K. Meharia)

Partner

Membership No.53918

Firm Reg. No. 324666E

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Mar 31, 2012

We have audited the attached Balance Sheet of UNIQUE ORGAN- ICS LTD., E-521, Sitapura Industrial Area, Jaipur (Rajasthan) as at 31st March, 2012, the Profit & Loss Account and Cash Flow Statement annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to ex- press an opinion on these financial statements based on our audit.

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

2. 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 enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31 st March, 2012 from being appointed as Directors in term of section 274(1) (g) 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 ac- counts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it is relates to Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

(ii) In so far as it relates to the Profit & Loss Account, the Profit of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF UNIQUE ORGANICS LTD. FOR THE YEAR ENDING 31ST MARCH, 2012

As required by the Companies (Auditor's report) Order, 2003 issued by the Central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1 In respect of Fixed Assets:

(A) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion the Company has not disposed off a substantial/major part of 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 by the management at regular intervals during the year.

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

(C) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

As explained to us the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

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

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

-In our opinion and according to the information and explanation given to us, there was no transaction liable to be entered in the register maintained under section 301 of the Companies Act, 1956 which exceeded Rs. 5 Lacs during the year.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable to the Company.

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

8 To the best of our knowledge the Central Government has not prescribed the maintenance of cost records U/s 209(1) (d) of the Companies Act, 1956 for any of the products of the company.

9 In respect of statutory dues:

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Provident Fund, Investor Education & Protection Fund, ESI, Cess and any other statutory dues outstanding as at 31st March, 2012 for a period of more than six months from the date they became payble.

10. In our opinion the Company does not have any accumulated losses at the end of the financial year. Accordingly, the provisions of clause 4(x) of the order are not applicable.

11. Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and Debentures holders during the year.

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

13. In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO, 2003 are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15. In our opinion, the company has not given any guarantee for loans taken by others from bank / financial institution.

16. In our opinion and according to information and explanation given to us, the Company has not availed any Term loans during the year. There were no term loans outstanding as at the beginning & the end of the year

17. According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18. The company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year.

19. The Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

20. The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

21. In our opinion and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For GUPTA ABHISHEK & COMPANY

Chartered Accountants

F.R.N. No. 003907C

Sd/-

(CA SANDEEP KUMAR GOURISARIA

Partner

Place : Jaipur Membership No. 404572

Date : 29-5-2012 203, Shyam Anukampa, O-11, Ashok Marg, C-Scheme, Jaipur

---

Mar 31, 2011

We have audited the attached Balance Sheet of UNIQUE ORGANICS LIMITED, E-521, Sitapura IndustrialArea, Jaipur (Rajasthan) as at 31st March 2011, the Profit and Loss Account and Cash Flow Statement 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.

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

2. 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 enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet and the Profit & LossAccount dealt with by this report comply with the mandatoryAccounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956.

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31st March 2011 from being appointed as Directors in terms of section 274(1)(g) of the CompaniesAct, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the CompaniesAct, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it is relates to Balance Sheet, of the state of affairs of the company as at 31st March, 2011;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITOR'S REPORT ON THE ACCOUNTS OF UNIQUE ORGANICS LIMITED FOR THE YEARENDING 31st March, 2011.

As required by the Companies (Auditor's report) Order, 2003 issued BY the Central Government of India in terms of section 227(4- A) of the CompaniesAct, 1956, we report that:

1 In respect of fixed assets:

(A) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion the Company has not disposed off a substantial/major part of fixed assets during the year and the going concern status of the company is not affected.

We report to this clause that- A portion of old & obsolete Plant & Machinery was sold out during the year for a Net consideration of Rs.63, 95,798.00 and the same was reduced from the block. However 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 by the management at regular intervals during the year.

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

(C) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the CompaniesAct 1956:

As explained to us the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of theAct.

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

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

-In our opinion and according to the information and explanation given to us, there was no transaction liable to be entered in the register maintained under section 301 of the CompaniesAct, 1956 which exceeded Rs. 5 Lacs during the year.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58Aand 58AA of the CompaniesAct, 1956 and Rules made there under are not applicable to the Company.

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

8 To the best of our knowledge the Central Government has not prescribed the maintenance of cost records U/s 209(1) (d) of the Companies Act, 1956 for any of the products of the company.

9 In respect of statutory dues:

-According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax,WealthTax, SalesTax, ServiceTax, Custom Duty, Excise Duty, Provident Fund, Investor Education & Protection Fund, ESI, Cess and any other statutory dues outstanding as at 31st March, 2011 for a period of more than six months from the date they became payble.

10 In our opinion the Company’s accumulated losses at the end of the financial year are not more than 50% of its net worth and the Company has not incurred cash losses during current and the immediately preceeding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and Debenture holders during the year.

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

13 In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO, 2003 are not applicable to the company.

14 The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15 In our opinion, the company has not given any guarantee for loans taken by others from bank / financial institution.

16 In our opinion and according to information and explanation given to us, the Company has not availed of any term loans during the year. There were no term loans outstanding as at the beginning and the end of the year.

17 According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18 The company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the CompaniesAct, 1956, during the year.

19 The Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

20 The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

21 In our opinion and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For GUPTAABHISHEK & COMPANY Chartered Accountants F.R.N. No. 003907C

Sd/- (CAV. K. GUPTA) Partner Membership No. 070737 203, ShyamAnukampa, O-11,Ashok Marg, C-Scheme, Jaipur

Place : Jaipur Date : 21st July, 2011.

---

Mar 31, 2010

We have audited the attached Balance Sheet of UNIQUE ORGANICS LIMITED, E-521, SITAPURA INDUSTRIAL AREA, NEAR S ANGANER, JAIPUR (RAJASTHAN) as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement 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.

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

2. 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.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, the Profit & Loss Account and Cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the CompaniesAct 1956.

e) In our opinion, and based on information and explanation given to us, none of Directors are disqualified as on 31st March 2010 from being appointed as Directors in terms of section 274(l)(g) of the CompaniesAct, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In sofar as it is relates to Balance Sheet, of the state of affairs of the company as at 31 st March 2010;

(ii) In so far as it relates to the Profit & Loss Account, the profit of the company for the year ended on that date; and

(iii) In so far as it relates to the cash flow statement, of the cash flow of the company for the year ended on that date.



ANNEXURE REFERRED TO IN PARAGRAPH 2 OF THE AUDITORS REPORT ON THE ACCOUNTS OF UNIQUE ORGANICS LIMITEDFOR THE YEAR ENDING 31st March 2010

As required by the Companies (Auditors report) Order, 2003 issued by the Central Government of India in terms of section 227(4- A) of the Companies Act, 1956, we report that:

1 In respect of fixed assets:

(A) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(Q In our opinion the Company has disposed off a substantial/major part of old/obsolete fixed assets during the year and the going concern status of the company is not affected.

We report to this clause that-

A portion old/obsolete of Plant & Machinery was sold out during the year for a consideration of Rs.60,00,000.00 and the same was reduced from the block. However the going concern status of the company is not affected due to this transaction.

2 In respect of its inventories:

(A) As explained to us, the inventory has been physically verified by the management at regular intervals during the year.

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

(Q In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

As explained to us the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

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

5 In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanation given to us, there was no transaction liable to be entered in the register maintained under section 301 of the Companies Act, 1956 which exceeded Rs. 5 Lacs during the year.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable to the Company.

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

8 To the best of our knowledge the Central Government has not prescribed the maintenance of cost records U/s 209( 1) (d) of the Companies Act, 1956 for any of the products of the company.

9 In respect of statutory dues:

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Provident Fund, Investor Education & Protection Fund, ESI, Cess and any other statutory dues outstanding as at 31st March, 2010 for a period of more than six months from the date they became payble.

10 In our opinion the Companys accumulated losses at the end of the financial year are not more than 50% of its net worth and the Company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, the Company has not defaulted in the repayment of dues to banks, financial institutions and Debenture holders during the year.

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

13 In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO, 2003 are not applicable to the company.

14 The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

15 In our opinion, the company has not given any guarantee for loans taken by others from bank / financial institution.

16 In our opinion and according to information and explanation given to us, the Company has not availed of any term loans during the year. There were no term loans outstanding as at the beginning and as at end of the year.

17 According to the information and explanations given to us and on examination of balance sheet, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

18 The company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year.

19 The Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

20 The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

21 In our opinion and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Gupta Abhishek & Company

Chartered Accountants



Sd/-

(V.K. GUPTA)

Place: Jaipur Partnerr

Dated: 29thMay, 2010 Membership No. 70737