Wellness Noni Ltd Auditor Reports

To:

The Members of

M/s. Wellness Noni Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial statements of "M/s. Wellness Noni Limited" (hereinafter referred to as "the Company"), comprising of the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss, including lire statement of other comprehensive income, tire Cash Flow Statement and the statement of Changes in Equity for the year then ended, and notes to lire Standalone Financial Statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "tire Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, tire aforesaid Standalone Financial Statements give the information required by lire Companies Act, 2013, as amended ("the Act") in tire manner so required and give a true and fair view in conformity with the accounting Principles generally accepted in India, of the state of affairs of the company as at March 31st, 2022, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in tire Auditors Responsibilities for the Audit of the Standalone Financial Statements sechoij^JtAftB?, report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on die Standalone Financial Statements.

Emphasis of Matter

• We draw attention to Schedule 1 of Financial Statements in respect of the writing off the Land Rs. 1,58,07,500 in the books since it is erroneously accounted in the earlier now it has been rectified in die Books and same is mentioned in the notes of accounts Schedule No.l.

• According to the information and explanations given to us by Management, the Company has not paid VAT for the FY 2016-17 an amount of Rs.11,07,986/- (Rupees Eleven Lakhs Seven Thousand Nine Hundred Eighty Six Rupees Only)

Our opinion is not modified in respect of the matters stated above.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How our audit addressed the key audit matter
Assessment of Contingent liabilities in respect of certain litigations including Direct and Indirect Taxes and various other claims filed by other parties upon the Company not acknowledged as debts.	Our audit approach included
	• Going through the current status of tire tax litigations and contingent liabilities.
The Companys assessment is supported by the tacts of matter, their own judgment, past experience, and advices from legal and independent tax consultants wherever considered necessary. Accordingly, unexpected adverse outcomes may significantly impact the Companys reported profit and the Balance Sheet.	• Examining the orders and/or communication received from various Tax Authorities/ Judicial forums and follow up action thereon;
We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of litigations which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved-	• Evaluating the merits of the subject matter under consideration with reference to the grounds presented therein and available in dependent legal / tax advice ; and
	• Wherever required, reliance is placed on the opinion of legal and tax consultants.

Other Matters

We bring to the attention of the users that the audit of the financial statements has been performed in the aforesaid conditions.

We are not able to obtain sufficient and appropriate audit evidence about the amount of Investments (both Quoted and Unquoted) in the books of Investee Companies. Consequently, we are not able to determine whether any adjustments to the Investment Amount are necessary in the light of absence of information regarding the companies in which the Company holds investments as on Balance Sheet date, to the extent of Rs. 37,78,855/- (Rupees Thirty-Seven Lakhs Seventy-Eight Thousand Eight Hundred and Fifty-Five only).

Investment in Subsidiary Company:

Herb Nutra Lab Private Limited is a Subsidiary company ot Wellness Noni Limited. The company has invested an amount of Rs. 9,00,000 in its subsidiary company Herb Nutra Lab Private Limited. The subsidiary company is undergoing legal proceedings against its former director regarding the allotment of shares to Wellness Noni Limited. The allotment of shares to Wellness Noni Limited may be revoked if (he subsidiary company receives an unfavourable judgement.

Our Audit opinion is not modified in respect of the matters stated above.

Information other than the Financial Statements and Auditors Report thereon

The Companys board of Directors is responsible for the other information. The other information comprises the information included in tire Annual Report, but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read lire other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Herb Nutra Lab Private Limited is a Subsidiary company of Wellness Noni Limited. The company has invested an amount of Rs. 9,00,000 in its subsidiary company Herb Nutra I,ab Private Limited. The subsidiary company is undergoing legal proceedings against its former director regarding the allotment of shares to Wellness Noni Limited. The allotment of shares to Wellness Noni Limited may be revoked if the subsidiary company receives an unfavourable judgement.

Managements Responsibility for The Standalone Financial Statements

The Companys Board of Directors is responsible for the preparation and presentation of these Standalone Financial Statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generation accepted in India, including the Indian Accounting Standards (lnd AS) specified under

Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the company arc responsible for maintenance of adequate accounting records in accordance with the provisions of the Act tor safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Standalone Financial Statements by the Directors of the Company, as aforesaid.

In preparing the Standalone Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements,

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: *

* Identify and assess the risks of material misstatement of the Standalone financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, anti obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3}(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures arc inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern,

• Evaluate the overall presentation, structure and content of die Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of tire Standalone Financial Statements tor the financial year ended March 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) uf Section 143 of the Act, we give in the "Annexure I" 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 die best of our knowledge and belief were necessary, for the purposes of our audit of the aforesaid standalone financial statements.

(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, the Statement of Profit and Loss including the of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Standalone Financial Statements.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with die Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2C22 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure II" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31,2022 has been paid/provided by the company to its directors in accordance with the provisions of Section l97 read with Schedule V to the act;

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

a. There were no pending litigations which would impact the financial position of the company;

b. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company during the year ended March 31, 2022.

	For A. John Moris & Co.,
	Chartered Accountants
	FRN:007220S
	CA G.Kumar
Date : 30-05-2022	Senior Partner
Place: Chennai	M.No 023082

ANNEXURE I

TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WELLNESS NON1 LIMITED

(Referred to in paragraph 1, under Report on Other Legal and Regulatory Requirements section of our report of even date)

1.(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

(b) The Company has a regular programme for physical verification of its fixed assets by which its fixed assets are verified in a phased manner. According to the information and explanations given to us, no material discrepancies were noticed on verification of the fixed assets,

(c) According to information and explanations given by the management; the company does not hold any title deeds of immovable properties

2. The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms. Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

4. According io the information and explanations given to us and on the basis of our examination of the books of account, it was observed that the Company has not made or diverted any funds by way of loans, investments, guarantees or security which are required to be listed in the register maintained under the provisions of section 185 and 186 of the Companies Act, 2013 and hence not commented upon.

5. During the year, the Company has not accepted any deposits from any person. A the must be complied with the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 and rules framed there under arc not applicable.

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under sub-section (I) of section 148 of the Companies Act, 2013 for any of the activities of the Company.

7. (a) According to the records, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Investor Education and Protection Funds, Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other applicable statutory dues during the year except Value Added Tax as given in Emphasis of matter paragraph.

(b) According to the information and explanations given to us, there is no undisputed amounts payable in respect of provident fund, Employees State Insurance, income-tax, duty of customs, goods and sendee tax, cess and other material statutory dues were in arrears as at March 31, 2022 for a period of more than six months from the date they became payable.

8. According to the records, there are no transactions recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

9. In our opinion and according to the information and explanations provided by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government or dues to debenture holders.

10. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) or term loans during the year.

11. based upon the audit procedures performed for the purpose of reporting tire true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by tire Company or no material fraud on the Company by the officers and employees of tire Company has been noticed or reported during the year.

12 The Company is not a chit fund or a Nidhi /mutual benefit fund/society. Accordingly, this paragraph of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in die financial statements as required by applicable accounting standards.

14. The company is mandatorily required to appoint an internal auditor (under Sec 138 read with Rule 13).

15. According to the information and explanations given to us and based on our examination of the records of die Company, the Company has not entered into any non-cash transactions with any of its directors or persons connected with them as is mentioned in Section 192 of the Act.

16. According to the information and explanations given to us and based on our examination of the records of the company,

a) the company is not required to be registered under section 45-1A of the Reserve Bank of India Act 1934,

b) the company has not conducted any Non-Banking Financial or Housing Finance activities Without a valid Certificate of Registration (CoR) from die Reserve Bank of India as per the Reserve Bank of India Act, 1934.

c) the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

17. According to the records, the company has incurred a cash loss of Rs. 33,23,599 during the current financial year but has not incurred any cash loss during the immediately preceding financial year.

18. There has not been any resignation of the statutory auditors during the year.

19. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities; information and explanations given to us and on the basis of our examination of the books of account, no material uncertainty exists as on the date of the audit report and the company is capable of meeting its liabilitties existing. at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

20. The company does not fall under the category of companies to which CSR obligations apply as specified in Schedule VII under Sec 135 of the Companies Act, 2013 and hence this paragraph of the order is not applicable.

21 The paragraph 3(xxi) of the order is not applicable to the company as it is only required for Consolidated Financial Statements.

	For A. John Moris & Co.,
	Chartered Accountants
	FRN:007220S
	(ZA G.Kumar
Date: 30-05-2022	Senior Partner
Place: Chennai	M.No 023082

ANNEXUKE II

TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF RELIANCE INDUSTRIES LIMITED

Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/s. WELLNESS NONI LIMITED ("the Company") as of 31stMarch 2022 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility Is to express an opinion on the Companys internal financial controls over financial reporting based on our audit.

We conducted our audit in accordance with Eve Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial both issued by the Institute of Chartered Accountants of India. Those Standard and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting with reference to these Standalone Financial Statements

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that,

i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

ii. Provide reasonable assurance-that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only In accordance with authorizations of management and directors of the company; and

iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting with reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of -any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material-respects, adequate internal financial controls over financial reporting with reference to these Standalone Financial Statements and such internal financial controls over financial reporting with reference to these Standalone Financial Statements were operating effectively as at March 31,2022, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note or Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For A. John Moris & Co.,
	Chartered Accountants
	FRN:00722CS
	CA G.ICumar
Date: 30-05-2022	Senior Partner
Place: Chennai	M.No 023082