1.  We have audited the attached balance sheet of M/s. SAMPRE
 NUTRITIONS LIMITED as at 31 March 2011, the profit and loss account
 for the year ended on that date annexed thereto. These financial
 statements are the responsibility of the company''s management. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 2.  We have conducted our audit in accordance with the auditing
 standards generally accepted in India. Those Standards require that we
 plan and perform the audit to obtain reasonable assurance about whether
 the financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003
 (including all amendments thereafter) issued by the Central Government
 of India in terms of sub-section (4A) of section 227 of the Companies
 Act, 1956, we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the company so far as appears from our examination of
 those books;
 
 (iii) The balance sheet and profit and loss account dealt with by this
 report are in agreement with the books of account;
 
 Civ) In our opinion, the balance sheet, and profit and loss account
 dealt with by this report comply with the accounting standards referred
 to in sub-section (3C) of section 211 of the Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956:
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (a) In the case of the balance sheet, the state of affairs of the
 company as at 31 st March 2011;
 
 (b) In the case of the profit and loss account, the profit for the year
 ended on that date.
 
 (i) The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (a) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its assets. No material discrepancies were noticed on
 such verification.
 
 (b) Fixed Assets disposed off during the year; do not affect the going
 concern status of the company.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management. In our Opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its Business.
 
 (c) The company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (iii) The Company has neither granted nor taken any loans, secured or
 unsecured to and from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, the clauses 4 (iii) (b) to (d) of the Order are not
 applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods.  During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal controls.
 
 (v) According to the information and explanations given to us, there
 are no transactions that need to be entered into the register
 maintained under section 301 of the Companies Act, 1956. Accordingly,
 the clause 4(v) (b) of the order is not applicable.
 
 (vi) Company has not accepted any deposits from the public with in the
 meaning of sections 58A and 58AA of the company Act, 1956 and rules
 framed there under.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under section 209 (1) (d) of the Companies Act, 1956 in respect of
 activities carried out by the company.
 
 (ix) (a) The company is generally been regular in depositing with
 appropriate authorities undisputed statutory dues including income tax,
 sales tax, wealth tax, custom duty, excise duty, cess and other
 material statutory dues applicable to it. However the Company is not
 regular in depositing Provident Fund and Employees State Insurance
 within the due dates.
 
 (x) The company does not have accumulated losses as at the end of the
 financial year and has not incurred cash losses in the current
 financial year covered by our audit and in the immediately preceding
 financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 financial institution, bank or debenture holders.
 
 (xii) In our opinion and according to the information and explanations
 given to us the company has not granted loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities. Hence clause 4(xii) of the order is not applicable.
 
 (xiii) In our opinion, the company is not a chit fund or a nidhi/mutual
 benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to
 the company.
 
 (xiv) In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 (xv) The company has not issued any guarantee for loans taken by others
 from banks or financial institutions.
 
 (xvi) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that the no funds raised on short-term basis have been used for
 long-term funds, No long-term funds have been used to finance
 short-term assets except permanent working capital.
 
 (xviii) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act. Accordingly Clause 4(xviii) of the order is not applicable.
 
 (xix) According to the information and explanations given to us, the
 company has not issued any debentures. Accordingly Clause 4(xix) of the
 order is not applicable.
 
 (xx) The company has not raised any money by public issue during the
 year. Accordingly Clause 4(xx) of the order is not applicable.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                                  For KJD SRINIVAS & CO
 
                                                  Chartered Accountants 
 
                                                       (Firm No: 053525)
 
 Place: Secunderabad
 
 Date: 09.09.2011                                                  Sd/-
 
                                                         KJD SRINIVAS 
 
                                                              Partner
 
                                            Membership Number: 200487