1.  We have audited the attached Balance Sheet of Nutraplus India
 Limited (Previously Known as Nutraplus Products (India) Limited) as at
 31st March 2012 and also the Profit and Loss Account of the Company for
 the year ended on that date, annexed thereto and the Cash Flow
 Statements for the period ended on that date. 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government of India in terms of Section 227 (4A)
 of the Companies Act, 1956, we give in the Annexure a statement on the
 matters specified in the paragraph 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b) In our opinion, proper books of accounts as required by Law have
 been kept by the Company so far as appears from our examinations of
 those books.
 
 c) the Balance Sheet, Profit & Loss Account and cash Flow Statement
 dealt with this report are in agreement with the books of account.
 
 d) in our opinion, the Balance Sheet, the Profit & Loss Account, and
 the 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 except followings; (
 
 During the year under consideration, Company has provided the
 gratuities provision for Rs. 17,35,000/= as per own estimates without
 actuary valuation, which is not in consistent with the Accounting
 Standard 15 - Employees Benefit, hence we are unable to express its
 impact on the reported profit for the year and accumulated profit
 reported on the date of Balance sheet.
 
 e) On the basis of the written representations received from the
 directors as on 31st March 2012, we report that none of the directors
 is disqualified as on 31st March 2012 from being appointed as a
 director under Section 274(1) (g) of the Companies Act, 1956.
 
 0 Subject to paragraph 3.d) above & Note 28.3 forming part of the
 financial statements relating to non-disclosure of status of creditors
 and non-provision of interest thereon required under the Micro, Small
 and Medium Enterprises Development Act'' 2006, in our opinion and
 according to the best of information and according to the explanations
 given to us, the said accounts give the information required by the
 Companies Act, 1956, in the manner so required and give a true and fair
 view in conformity with accounting principles generally accepted India:
 
 (i) in so far as it relates to the Balance Sheet of the state of
 affairs of the Company as at 31st March, 2012; and
 
 (ii) in so far as it relates to the Profit & Loss acc )unt of the
 Profit of the Company for the year ended on that date.
 
 (iii) in the case of Cash Flow Statement of the crsh flow for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative
 
 details and situation of its fixed assets. However item wise fixed
 Register is not up dated from Financial Year 2004-2005.
 
 (b) The Management during the year has physically verified major fixed
 Assets of the Company and according to the information given to us; no
 discrepancies have been arrived in respect of the Assets.
 
 (c) During the year the company has not disposed of a substantial part
 of its fixed assets.
 
 2.  (a) The inventory has been physically verified during the year by
 the management. In our
 
 opinion, the frequency of verification is reasonable.
 
 (b) In our opinion and according to the explanations given to us, the
 procedures of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 company and nature of its business.
 
 (c) The Company is maintaining proper records of inventory. No material
 discrepancies have been noticed on physical verification of stocks as
 compared to book records. However the inventory lying at the job work
 parties were not physically verified.
 
 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:
 
 (a) The Company has not granted any loans secured or unsecured loans
 from companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956. Hence clauses
 (iii) (b), (c) & (d) of the Order, are not applicable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the company has taken unsecured Inter-Corporate deposits
 Rs. 1,03,00,000 (Maximum outstanding Rs. 1,45,50,000) from company Viz.
 Vet-Pharma Nitro Products Limited and Mrs. Gita Naik covered in the
 register maintained under section 301 of the Act, 1956.
 
 (c) The rate of interest and other terms and conditions of
 Inter-Corporate deposit taken by the Company are not prima facie
 prejudicial to the interest of the Company. The unsecured loan from
 Gita Naik is interest free.
 
 (d) The payment of principal amount and interest is regular.
 
 4.  In our opinion, there is 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 and services. However, the system of confirmation
 /reconciliation of balances need to be strengthened to make them
 commensurate with the size of the Company and the nature of its
 business.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956:
 
 a.  According to the information and explanation given to us, the
 transaction made in pursuance of contracts or arrangements, that needed
 to be entered into register maintained under Section 301 of the
 Companies Act, 1956 have been entered.
 
 b.  In our opinion, and 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 Companies Act, 1956, aggregating during the year to Rs. 5 lacs or
 more in respect of each party, have been made at the prices which are
 reasonable having regard to prevailing market prices at the relevant
 time as available with the company.
 
 6.  In our opinion and according to the explanations given to us, the
 company has not accepted any deposits referred in Section 58A and 58AA
 or any other relevant provisions of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975 with regard to the deposits
 accepted from the public.
 
 7.  In our opinion, the company has an in-house internal audit system.
 In absence of formal internal audit system, the internalcontrol should
 be strengthened to commensurate with the size and nature of its
 business.
 
 8.  We have broadly reviewed the cost records 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 cost records
 have been maintained. We have, however, not made a detailed examination
 of the cost records with a view to determine whether they are accurate
 or complete.
 
 9.  a. In the opinion of the management and explanation given to us,
 except gratuities other
 
 employees benefits are not applicable to the Company, (for details
 refer to Note 20 forming part of the financial statements relating
 employee benefit expense).
 
 b.  In the opinion of the management and explanation given to us, the
 company is generally regular in depositing with the appropriate
 authorities'' undisputed statutory dues including Investor Education and
 Protection Fund, Income Tax, Sales tax, Wealth tax, service
 
 tax, Custom duty, Excise duty, Cess and other material Statutory Dues
 applicable to it. There were no arrears as at 31st March 2012 for a
 period of more than six months from the date they became payable.
 
 c.  According to the information and explanations given to us, there
 are no dues of Investor Education and Protection Fund, sales tax,
 Income tax, Wealth tax, Service tax, Custom duty, Excise duty or Cess
 and other material statutory dues, outstanding on account of any
 dispute.
 
 10.  The company does not have accumulated losses at the end of the
 financial year and has not incurred any cash losses in the current and
 immediately preceding financial year.
 
 11.  According to the information and explanation given to us and the
 records examined by us, the company has not defaulted in repayment of
 dues to financial institution, banks or debenture holders.
 
 12.  According to the information and explanation given to us, the
 company has not granted any loans on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the nature of activities does not attract any special
 statue applicable to chit fund and nidhi/mutual benefit
 funds/societies. Therefore, the provisions of Clause 4(xiii) of the
 Order, are not applicable to the Company.  .
 
 14.  In our opinion and according to the information and explanations
 given to us, 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 to the
 Company.
 
 15.  According to the information and explanation given to us and the
 records examined by us, the company had not given any guarantee to
 banks for loans taken by a group concern or others.
 
 16.  As informed to us, the company had availed additional term loans
 and working capital loans during the year. In our opinion, the term
 loans and working capital availed was utilized for the purpose for
 which it was applied.
 
 17.  On the basis of an overall examination of the balance sheet and
 the cash flows of the company and the information and explanations
 given to us, we report that the Company has utilized funds raised on
 short-term basis for long-term investments.
 
 18.  During the year, the Company has made preferential allotment of
 Equity shares converted from share warrant to parties covered under
 Section 301 of the Companies Act, 1956, for details refer to Note 1
 forming part of the financial statements relating to share capital.
 
 19.  According to the information and explanations given to us, the
 company has not issued any debentures during the year. Accordingly, the
 provisions of clause (xix) of the Order are not applicable to the
 Company.
 
 20.  The Company has not raised any public issue during the year.
 
 21.  Based upon the audit procedures performed and information and
 explanations given to us, we report that no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
                                     FOR AMPAC & ASSOCIATES
 
                                      CHARTERED ACCOUNTANTS
 
 PLACE: MUMBAI
 
 DATE : 30th May, 2012                        M.J. DESAI
 
                                              PARTNER
 
                                      Membership No. 042769
                              Firm Registration No. 112236W