SecProbe.io

CORRESP
1
filename1.htm

CORRESP

June 13, 2008

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

Form 20-F for the fiscal year ended June 30, 2007

File No. 0-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comments set forth in
the letter, dated June 4, 2008 from the staff (the “Staff’) of the U.S. Securities and Exchange
Commission (the “SEC”) with respect to the Company’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2007 (File No. 0-29962).

     Set forth below are the comments of the Staff in italics followed by the Company’s
responses.

Form 20-F for Year Ended June 30, 2007

Item 18. Financial Statements

Note 24 Differences Between AIFRS and U.S. GAAP

(iv) Minority interests, page 133

1. In your response to prior comment two, consistent with paragraph 22 (c) of IAS27, you state
that minority interests consist of (i) the amount of those minority interests at the date of the original combination;
and (ii) the minority’s share of changes in equity since the date of combination. However, you
appear to indicate that under IFRS, minority interests are not allocated their share of profits,
losses and reserves from the share purchase date. Rather they are allocated a share of all
“opening” profits, losses and reserves based on their percentage shareholding at year end. Please
provide more specific references to the IFRS technical literature that supports this accounting
treatment, particularly supporting your adjustments to minority interests and “accumulated losses,”
following the issue of new capital by a subsidiary.

Response: To clarify our response dated May 14, 2008, in compliance with IFRS, we have
allocated to minority interests (1) their proportion of profits, losses and reserves at the date of
the share issue, and (2) their proportion of profits, losses and reserves since the share issue
date. This accounting treatment is in accordance with paragraph 22 (c) of IAS 27, which states:

In preparing consolidated financial statements, an entity combines the financial statements of
the parent and its subsidiaries line by line by adding together like items of assets, liabilities,
equity,

    Novogen Limited  ABN 37 063 259 754  140 Wicks Road, North Ryde NSW 2113, Australia  Telephone +61 2 9878 0088  Facsimile +61 2 9878 0055

novogen@novogen.com www.novogen.com

income and expenses. In order that the consolidated financial statements present
financial information about the group as that of a single economic entity, the following
steps are then taken:

    (c)

    Minority interests in the net assets of consolidated subsidiaries are identified separately
from the parent shareholders’ equity in them. Minority interests in the net assets consist of:

    (i)

    the amount of those minority interests at the date of the original combination calculated in
accordance with IFRS 3; and

    (ii)

    the minority’s share of changes in equity since the date of the combination

In our response dated May 14, 2008 we used the term “opening” to refer to the date of the
share issue in (1) above and therefore our accounting treatment in relation to adjustments to
minority interests, accumulated losses and other equity following the issue of new capital by a
subsidiary is in accordance with IFRS.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments
do not foreclose the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Sincerely

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer