1.  We have audited the attached Balance Sheet of Emmessar Biotech &
 Nutrition Limited (the Company), as at 31st March 2012 ,the Statement
 of Profit and Loss and the Cash Flow Statement for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Company''s management.  Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in. accordance with auditing standards
 generally accepted in India.  Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the over all 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 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, and
 according to the information and explanations given to us and on the
 basis of such checks of the available books and records as we
 considered appropriate, we enclose in the Annexure hereto, 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 in Paragraph-3
 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 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, Statement of Profit & Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report are in compliance with
 the Accounting Standards referred to in sub-section (3C) of Section 211
 of the Companies Act, 1956
 
 (e) On the basis of written representations received from the directors
 of the Company as at 31st Ms-ch, 2012, and taken on record by the Board
 of Directors, we report that prima-facie none of the Directors of the
 Company is disqualified as on 31st March 2012 from being appointed as a
 director in terms of clause (g) of sub- section (1) of Section 274 of
 the Companies Act, 1956;
 
 (f) In our opinion and to the besttif our information and according to
 the explanations given to us, the said financial statements read
 together with the Significant Accounting Policies and the Notes on the
 Financial Statements appearing thereon, give the information required
 by the Companies Act 1956, in the manner so required and give a true
 and fair view in conformity with the accounting principles generally
 accepted in India:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012
 
 ii) in the case of thg Statement of Profit and Loss, of the loss of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the Cash flows for the
 year ended on that date.
 
 REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF
 EMMESSAR BIOTECH & NUTRITION LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED
 31st MARCH 2012
 
 As required by the Companies (Auditors Report) Order, 2003, as amended
 (the Order) issued by the Central Government of India in terms of
 Section 227 (4A) of the Companies Act, 1956, on the matters specified
 in para- graphs 4 and 5 of the said Order, we further report that:
 
 (i) In respect of Company''s Fixed Assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) According to the information, and explanations given to us, the
 Company has formulated a regular programme of verification by which all
 assets of the Company shall be verified in phased manner, which in our
 opinion is reasonable, having regard to the size of the Company and the
 nature of its business and assets. To the best of our knowledge, no
 material discrepancies were noticed on such physical verification
 conducted during the year as compared with the book records.
 
 (c) During the year under report the Company has not disposed off any
 of its fixed assets and the going concern status of the Company is not
 affected.
 
 (ii) In respect of Company''s Inventories:
 
 (a) The stock of finished goods and raw material has been physically
 verified during the year by the Management. In our opinion the
 frequency of verification is reasonable. In the case of material lying
 with the third parties, certificates confirming stocks have been
 received in respect of a substantial portion of the stocks held.
 
 (b) In our opinion, the procedures of physical verification of
 inventory 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. As
 explained to us, the discrepancies noticed on verification between
 physical inventories and the book records were not material in relation
 to the size of the Company and the same have been properly dealt with
 in the books of account.
 
 (iii) In respect of loans, secured or unsecured, granted or taken by
 the Company to I from Companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies act, 1956:
 
 (a) The Company has granted interest free unsecured loan to a body
 corporate covered in the register maintained under section 301 of the
 Companies Act, 1956. The maximum amount outstanding during the year was
 Rs.11,12,294 and the year-end balance of such loan amounted to Rs.8,12,924.
 Other than the above, the Company,has not granted any loans, secured or
 unsecured, to Companies, firms or parties covered in the register
 maintained under section 301 of the Act.
 
 (b) In our opinion and according to information and explanation given
 to us, Other terms and conditions on which the loans has been granted
 to body corporate listed in the register maintained under Section 301
 of the Companies Act, 1956 are not, prima facie, prejudicial to the
 interest of the company.
 
 (c) In the case of the loan granted to the body corporate listed in the
 register maintained under section 301 of the Act, the borrower has been
 regular in the payment of the principal amount as and when demanded.
 The terms of arrangement do not stipulate any repayment schedule and
 the loan is repayable on demand.  Accordingly, paragraph 4(iii) (c) of
 the Companies (Auditor''s Report) order 2003 is not applicable to the
 company in respect of repayment of the principal amount.
 
 (d) There are no overdue amounts of more than rupees one lakh in
 respect of the loan granted to a body corporate listed in the register
 maintained under section 301 of the Act.
 
 (e) The Company has not taken any loan, secured or unsecured from
 companies, firms or parties covered in the register maintained under
 Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii)
 (e) to 4(iii) (g) of the Companies (Auditor''s Report) Order 2003 are
 not applicable.
 
 (iv) On the basis of selective checks carried out during the course of
 audit and in our opinion and according to the information and
 explanations given to us, there are adequate internal control system
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods. During the course of our audit, no major weakness has
 been noticed in the internal control system. We have not observed any
 continuing failure on the part of the Company to correct major weakness
 in the internal control system.
 
 (v) a)To the best of our knowledge and belief and according to the
 information and explanations given to us, we are of the opinion that
 the transactions that need to be entered into the register maintained
 under Section 301 of the Companies Act, 1956 have been so entered.
 
 b) Transaction made in pursuance of such contracts or arrangements have
 been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and ex- planations
 given to us during the year under report, the Company has not invited
 and accepted- any deposits from the public within the meaning of
 Section 58A, 58AA or any other relevant provisions of Companies Act,
 1956 and the Companies (Acceptance of Depos- its) Rules, 1975.
 
 (vii) In our opinion, the Company has an internal audit system for the
 year under audit commensurate with the size of the Company and the
 nature of its business.
 
 (viii) We have been broadly reviewed the books of account maintained by
 the Company pursuant to the rules made by the Central Government for
 the maintenance of cost records under Section 209 (1) (d) of the
 Companies Act, 1956 in respect of the company''s products to which the
 said rules are made applicable and are of the opinion that prima facie
 the prescribed records have been made and maintained. We have, however,
 not made a detailed examination of the said records with a view to
 determine whether they are accurate or complete.
 
 (ix) In respect of Statutory dues:
 
 (a) According to the records examined by us, the Company is generally
 regular in depositing during the year, the undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, to
 the extent applicable to it with the appropriate authorities. According
 to the information and explanations given to us, there are no arrears
 of undisputed outstanding statutory dues as at 31st March 2012 for a
 period of more than six months from the date they became payable.
 
 (b) In our opinion and according to the information & explanations
 given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Customs Duty, Excise Duty and Cess which have not been
 deposited on account of any dispute as on 31st March 2012.
 
 (x) The accumulated losses of the Company have exceeded 50% of its net
 worth at the end of the financial year. The Company has not incurred
 cash losses in the current financial year and incurred cash losses in
 the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us and based on the documents and records produced to us, the
 Company has not taken any loan from financial institutions or banks.
 The Company does not have any debenture holder.  Therefore Paragraph
 4(xi) of the Companies (Auditor''s Report) Order 2003 regarding
 default in repayment of dues to a financial institution or bank or
 debenture holder is not applicable to the Company.
 
 (xii) Based on our examination of the lecords and the information and
 explanations given to us, the Company has not granted any loans and
 advances on the basis of security by way pledge of shares, debentures
 and other securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company.is not a chit .  fund, nidhi, mutual benefit
 fund / society. Therefore, '' the provision of Paragraph 4 (xiii) of
 the Companies (Auditor''s Report) Order 2003 is not applicable to the
 Company.
 
 (xiv) In our opinion and according to the information and explanation
 given to us, the Company is not dealing in shares, securities and
 debentures and other investments. Therefore Paragraph 4 (xiv) of
 Companies (Auditor''s Report) Order, 2003 is not applicable to the
 Company.
 
 (xv) In our opinion and 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)As per records, the Company has not obtained any term loans during
 the financial year under report.
 
 (xvii)According to the information and explanations given to us and on
 the basis of an overall examination of the Balance Sheet and Cash Flow
 of the Company, we report that no funds raised on short-term basis have
 been utilized 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) On the basis of records made available to us, the Company did not
 issue any debentures during the year. Hence, Paragraph 4 (xix) of the
 Companies (Auditor''s Report) Order, 2003 regarding creation of
 security or charge in respect of debentures issued is not presently
 applicable to the Company.
 
 (xx) The Company has not raised any money by way of public issue during
 the year. Accordingly, Paragraph (xx) of the Companies (Auditor''s
 Report) Order, 2003 on the end use of money raised by public issues is
 not presently applicable to the Company.
 
 (xxi) Based on the audit procedures performed and the information and
 explanations given by the Management, we report that to the best of our
 knowledge and belief, 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 R.G.Jain & Co 
 
                                               Chartered Accountants
 
                                               Firm Regn. No 121214W
 
 Place: Mumbai                                           Girish Jain
 
 Date: 12th July 2012                                        Partner
  
                                               Membership No. 107416