Auditor Report of Wellness Noni Ltd.

Mar 31, 2014

I have audited the attached Balance Sheet of M/s. WELLNESS NONI LIMITED as on 31st March, 2012 and Profit and loss account for the year ended as on that date, both signed by me under reference to this report. These financial statements are the responsibility of the Management of the Company. My responsibility is to express an opinion on these financial statements based on my Audit. I have conducted the Audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 functional statements. An Audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

A. As required by the Company (Auditor''s Report) Order, 2003 issued by the Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as I considered appropriate and according to the information and explanations given to me during the course of Audit, I enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

B. Further, to my comments in the annexure referred to in the paragraph ''A'' above, I report that,

1) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my Audit.

2) In my opinion, the company has kept proper books of account as required by law so far as appears from my examination of those books.

3) The balance Sheet and Profit And Loss Account dealt by this report are in agreement with the Books of Account.

4) In my opinion, the Profit and Loss Account and the Balance Sheet of the company comply with the Mandatory accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956,

5) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors I report that, directors of the company do not prima facie have any disqualification as referred to in clause (g) of sub-section (1) to Section 274 of the Act,

6) In my opinion and to the best of my information and according to the explanations given to me, the aforesaid Balance Sheet and Profit and Loss Account read with the statement on significant Accounting policies and notes to the Accounts, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India.

i) In the case of Balance sheet, of the state of affairs of the company as at 31st March, 2012 and

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to the paragraph 1 of the Auditor''s report of even date)

1. In respect of Fixed Assets

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As informed to me, the fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) No substantial part of the fixed assets has been disposed off during the year.

2. In respect of the inventories:

a) As explained to me inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to me, there was 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;The Company has not availed loans from companies /firms falls u/s 301 of the Companies Act 1956 and since no report required to be given.

4. In my opinion and to the information and explanations given to me, there are adequate internal control procedures commensurate with the nature and size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods.

5. In respect of transaction covered under section 301 of the Companies Act, 1956;

a) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In my opinion and according to the information and explanations given to me the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lakhs. Transaction with related party concern M/S NONI BIOTECH PRIVATE LIMITED sales made Rs. 39,57,322.61/- during the year.

6. The Company has not accepted any deposits from the public.

7. In my opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. According to the information and explanations given to me, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty. Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013, for a period of more than six months from the date of becoming payable.

10. The Company has an early year''s loss of Rs.1,27,16,579.71 and the same is decided by the Board to treat as Intangible assets in the Balance sheet. More over the losses are not eligible to carry forward and set off in the future earnings. The Company earned profit during the year.

11. Based on our audit procedures and according to the information and explanations given to me, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks.

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

13. The Company has not raised any term loan during the year.

14. According to the information and explanations given to me and on an overall examination of the balance sheet of the Company, in my opinion, considering the nature of its business and activity being carried on short term funds have not been utilized for long term purposes and vice-versa.

15. During the year, 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.

16. The Company has not raised any money by way of public issue during the year.

17. In my opinion and according to the information and explanations given to me, no fraud on or by the company has been notice or reported during the year, that causes the financial statements to be materially misstated.

Sd/- PLACE: CHENNAI - 34 B. BALASUBRAMANIAN DATE: 31.05.2014 CHARTERED ACCOUNTANT

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Mar 31, 2013

I have audited the attached Balance Sheet of M/s. WELLNESS NONI LIMITED as on 31st March, 2012 and Profit and loss account for the year ended as on that date, both signed by me under reference to this report. These financial statements are the responsibility of the Management of the Company. My responsibility is to express an opinion on these financial statements based on my Audit. I have conducted the Audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 functional statements. An Audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

A. As required by the Company (Auditor''s Report) Order, 2003 issued by the Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as I considered appropriate and according to the information and explanations given to me during the course of Audit, I enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

B. Further, to my comments in the annexure referred to in the paragraph ''A'' above, I report that,

1) I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my Audit.

2) In my opinion, the company has kept proper books of account as required by law so far as appears from my examination of those books.

3) The balance Sheet and Profit And Loss Account dealt by this report are in agreement with the Books of Account.

4) In my opinion, the Profit and Loss Account and the Balance Sheet of the company comply with the Mandatory accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956,

5) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors I report that, directors of the company do not prima facie have any disqualification as referred to in clause (g) of sub-section (1) to Section 274 of the Act,

6) In my opinion and to the best of my information and according to the explanations given to me, the aforesaid Balance Sheet and Profit and Loss Account read with the statement on significant Accounting policies and notes to the Accounts, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India.

i) In the case of Balance sheet, of the state of affairs of the company as at 31st March, 2012 and

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

1. In respect of Fixed Assets

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As informed to me, the fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) No substantial part of the fixed assets has been disposed off during the year.

2. In respect of the inventories:

a) As explained to me inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to me, there was 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;The Company has not availed loans from companies /firms falls u/s 301 of the Companies Act 1956 and since no report required to be given.

4. In my opinion and to the information and explanations given to me, there are adequate internal control procedures commensurate with the nature and size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods.

5. In respect of transaction covered under section 301 of the Companies Act, 1956;

a) In my opinion and according to the information and explanations given to me, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In my opinion and according to the information and explanations given to me the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 Lakhs. Transaction with related party concern M/S NONI BIOTECH PRIVATE LIMITED sales made Rs. 39,57,322.61/- during the year.

6. The Company has not accepted any deposits from the public.

7. In my opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. According to the information and explanations given to me, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty. Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to me, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013, for a period of more than six months from the date of becoming payable.

10. The Company has an early year''s loss of Rs. 1,27,16,579-71 and the same is decided by the Board to treat as Intangible assets in the Balance sheet. More over the losses are not eligible to carry forward and set off in the future earnings. The Company earned profit during the year.

11. Based on our audit procedures and according to the information and explanations given to me, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks.

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

13- The Company has not raised any term loan during the year.

14. According to the information and explanations given to me and on an overall examination of the balance sheet of the Company, in my opinion, considering the nature of its business and activity being carried on short term funds have not been utilized for long term purposes and vice-versa.

15. During the year, 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.

16. The Company has not raised any money by way of public issue during the year.

17- In my opinion and according to the information and explanations given to me, no fraud on or by the company has been notice or reported during the year, that causes the financial statements to be materially misstated.

Sd/-

PLACE: CHENNAI-34 B. BALASUBRAMANIAN

DATE: 31-05-2013 CHARTERED ACCOUNTANT

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Mar 31, 2012

I have audited the attached Balance Sheet of M/s. WELLNESS NONI LIMITED (formerly known as RGN SECURITIES AND HOLDINGS LIMITED) as on 31st March' 2012 and Profit and loss account for the year ended as on that date' both signed by me under reference to this report. These financial statements are the responsibility of the Management of the Company. My responsibility is to express an opinion on these financial statements based on my Audit. I have conducted the Audit in accordance with auditing standards generally accepted in India. Those standards require that I 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 functional statements. An Audit also includes assessing the accounting principles used and significant estimates made by the management' as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

A. As required by the Company (Auditor’s Report) Order' 2003 issued by the Government of India in terms of section 227 (4A) of the Companies Act' 1956' and on the basis of such checks as I considered appropriate and according to the information and explanations given to me during the course of Audit' I enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

B. Further' to my comments in the annexure referred to in the paragraph 'A' above' I report that'

1) I have obtained all the information and explanations' which to the best of my knowledge and belief were necessary for the purpose of my Audit.

2) In my opinion' the company has kept proper books of account as required by law so far as appears from my examination of those books.

3) The balance Sheet and Profit And Loss Account dealt by this report are in agreement with the Books of Account.

4) In my opinion' the Profit and Loss Account and the Balance Sheet of the company comply with the Mandatory accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act' 1956'

5) Based on the representations made by the Directors of the Company and taken on record by the Board of Directors I report that' directors of the company do not prima facie have any disqualification as referred to in clause (g) of sub-section (1) to Section 274 of the Act'

6) In my opinion and to the best of my information and according to the explanations given to me' the aforesaid Balance Sheet and Profit and Loss Account read with the statement on significant Accounting policies and notes to the Accounts' give the information as required by the Companies Act' 1956 in the manner so required and give a true and fair view' in conformity with the accounting principles generally accepted in India.

i) In the case of Balance sheet' of the state of affairs of the company as at 31st March' 2012 and

ii) In the case of the profit and loss account' the Profit for the year ended on that date.

ANNEXURE TO THE AUDITOR S REPORT

(Referred to the paragraph 1 of the Auditor's report of even date)

1. a) The Company is maintaining proper records showing full particulars' including quantitative

details and situation of fixed assets.

b) As informed to me' the fixed assets have been physically verified by the Management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) No substantial part of the fixed assets has been disposed off during the year.

2. In respect of the inventories:

a) As explained to me inventories have been physically verified by the management at regular intervals during the year.

b) In my opinion and according to the information and explanations given to me procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to me' there was 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;

The Company has not availed loans from companies /firms falls u/s 301 of the Companies Act 1956 and since no report required to be given.

4. In my opinion and to the information and explanations given to me' there are adequate internal control procedures commensurate with the nature and size of the company and the nature of its business for the purchase of inventory' fixed assets and also for the sale of goods.

5. In respect of transaction covered under section 301 of the Companies Act' 1956;

a) In my opinion and according to the information and explanations given to me' the transactions made in pursuance of contracts or arrangements' that needed to be entered in the register maintained under section 301 of the Companies Act' 1956 have been so entered.

b) In my opinion and according to the information and explanations given to me the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act' 1956 and exceeding the value of Rs. 5 Lakhs. Transaction with related party concern M/S NONI BIOTECH PRIVATE LIMITED sales made Rs. 41'87'630/- during the year.

6. The Company has not accepted any deposits from the public.

7. In my opinion' the internal audit system of the Company is commensurate with its size and nature of its business.

8. According to the information and explanations given to me' the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act' 1956.

9. In respect of statutory dues:

According to the records of the Company' undisputed statutory dues including provident fund' Employees State Insurance' Income Tax' Sales Tax' Wealth Tax' Customs Duty. Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to me' no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2012' for a period of more than six months from the date of becoming payable.

10. The Company has an accumulated loss of Rs.l'27'16'579.71 and the same is decided by the Board to treat as earlier year losses in the Balance sheet. More over the losses are not eligible to carry forward and set off in the future earnings. The Company earned profit during the year.

11. Based on our audit procedures and according to the information and explanations given to me' we are of the opinion that the company has not defaulted in repayment of dues to financial institutions and banks.

12. In my opinion and according to the information and explanation given to me' r.o loans and advance have been granted by the company on the basis of security by way of pledge of shares' debentures and other securities.

13. The Company has not raised any term loan during the year.

14. According to the information and explanations given to me and on an overall examination of the balance sheet of the Company' in my opinion' considering the nature of its business and activity being carried on short term funds have not been utilized for long term purposes and vice-versa.

15. During the year' 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.

16. The Company has not raised any money by way of public issue during the year.

17. In my opinion and according to the information and explanations given to me' no fraud on or by the company has been notice or reported during the year' that causes the financial statements to be materially misstated.

PLACE: CHENNAI - 34 B. BALASUBRAMANIAN

DATE: 23.05.2012 CHARTERED ACCOUNTANT

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s : RGN Securities and Holdings Limited as at 31st March, 2010 and also the Profit and Loss Account for the period ended 31st March 2010 annexed thereto, and the Cash Flow Statement for the year ended on that date. These financial statement are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement are free from 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.

1. As required by the Companies (Auditors Report) Order, 2003 (Order) issued by the Company Law Board 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.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we state 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 appears from our examination of such books ;

c. The Balance Sheet and Profit and Loss Account referred to in this are in agreement with the books of account .

d. in our opinion, the Profit and Loss Account and the balance sheet comply with the accounting standards referred to in sub-section (3C) of section 211 of the companies Act1956

e. As per the information and explanations given to us, none of the Directors of the company is disqualified from being appointed as a Director, under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and explanations given to us, subject to

a) investments are valued at cost, the current value of the investments are not known to us, hence the depreciation if any in the value of investments is not accounted in the accounts of the company

b) there is no business activity in the company , hence the concept of going concern is not relevant, hece the depreciation in the realizable value of assets is not reflected in the accounts the said Balance sheet and the Profit and Loss Account read together with the notes thereon give the information required by the Companies Act, in the manner so required and give a true and fair view :

1) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

2) in the case of the Profit and Loss Account, Loss of the Company for the Period 1st Apirl 09 to 31st March, 2010

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 ON THE AUDITORS REPORT TO THE SHAREHOLDERS OF M/S. RGN SECURITIES AND HOLDINGS LIMITED ON THE ACCOUNTS FOR THE PERIOD ENDED 31ST MARCH 2010.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. All the fixed assets have been physically verified by the management once during the year, which is in our opinion, is reasonable having regard to the size of the company and nature of its assets. no material discrepancies was noticed on verification.

2. The Company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and to the companies under the management.

3. The Company has not granted any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and to the companies under the management.

4. In our opinion and according to the information and explanations given to us, there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with the regard to the fixed assets and with regard to the sale of goods.

5. a) According to the information and explanations given to us, the Company has particulars of contracts or arrangements referred in section 301 of the Act in the register required to be maintained under section of the Act.

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

6. The company has not accepted any deposits from the Public.

7. The company has an internal audit system commensurate with its size and nature of its business.

8. The Provision of section 209(i) (d) of the Companies Act, 1956 regarding maintenance Cost Records is not applicable to the company.

9. According to the information and explanations given to us no undisputed amount in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

10. There is no loan from any financial institution or bank. Therefore question of default in repayment of dues to them as at the balance sheet date does not arise.

11. As explained to us, the company has maintained adequate documents and record in cases where the company has granted loans and advances by way of pledge of shares, debentures and other securities.

12. 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.

13. The company has not obtained any term loan.

14. According to the information and explanations given to us, the funds raised on short- term basis have not been used for long-term investments and vice versa.

15. The Point numbers from x to xxi of CARO 2003 are not applicable to the company, hence not reported in this report.

16. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

17. The company is also not issued any debentures.

18. According to information and explanations given to us, the company is also not raised any funds by public issues during the year.

For Sri & CO., Chartered Accountant

Sd/- M.B. Srinivasan

Partner

Place : Chennai Date : 27.08.2010

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Mar 31, 2009

NOt Available