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Auditor Report of Agro Dutch Industries Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of AGRO DUTCH INDUSTRIES LIMITED,("the company") which comprise the Balance Sheet as at 31/03/2014, and the Statement of Profit and Loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow of the company in accordance with the accounting standards referred to in sub -section (3C) of section 211 of the Companies Act 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from misstatements.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend upon auditor''s judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances ,but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

We believe that audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2014;

(b) in case Statement of Profit and Loss Account, of the Loss for the year ended on that date;

(c) in case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Emphasis of Matters:

(i) Note 1b regarding pending export obligations against import of machinery under advance license as stated in the said note.

(ii) Note 1b Para XIV regarding reasons for preparing the financial statements of the company on a going concern basis, notwithstanding the fact that its net worth is totally eroded. The appropriateness of the said basis is interalia depends on the admission of its case by BIFR and the rehabilitation package approved by BIFR, and repayment of debts by sale of surplus and non-core assets of the company.

(iii) Note 1b Para XV regarding none provisioning of demurrage, freight and other charges amounting to Rs. 530.00 lacs claimed by the freight forwarding agency on recall of containers but disputed by the company on the basis of legal opinion.

(iv) Note 1b Para XVI regarding none provisioning for penal interest and other charges levied by financial institutions/banks for the reasons explained in the note.

(v) None provisioning of Goods in transit lying for the long period with third party, for which no physical verification/ confirmation has been made by the company.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,2003("the order") issued by Central Government of India in terms of sub-section (4A) of section 227 of the Act, We give in the Annexure a statements on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all 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 account as required by Law have been kept by the Company so far as appears from our examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss, and cash flow statments 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 statments comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act,1956 , read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31/03/2014 and taken on record by the Board of Directors, none of the director is disqualified as on 31/03/2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

1. In respect of its fixed assets:

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

(b) As explained to us, All fixed assets were physically verified by the management in the previous year in accordance with a planned program of verifying them one in three years which, in our opinion, is reasonable have regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed o such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. In respect of its inventories:

(a) As explained to us, The management has conducted physical verification of inventory(except for the stock lying with third parties.) at reasonable intervals during the year.

(b) 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 and no material discrepancies were noticed on physical verification carried out at the end of the year.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 ofthe Companies Act, 1956.

(a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clause (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the Company for the Current year.

(b) N.A

(c) N.A

(d) N.A

(e) The company has taken loan from different companies/ entities covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year . and the year end balance of loans taken from such parties is enclosed as per annexure I. (f)N.A (g)N.A

4. In respect of internal control 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 and services. During the course of audit, We have not observed continuing failure to correct major weaknesses in internal control system.

5. In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

(a) According to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the companies Act 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation 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 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In respect of deposits from public

No deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules farmed thereunder have been accepted by the Company.

7. In respect of internal audit system

In our opinion, the Company has an internal audit system commensurate with its size and nature of business.

8. In respect of maintenance of cost records

We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records u/s 209)1)(d) of the companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.We have however, not made a detailed examination of the records with a view to determine whether they are accurate or not.

9. In respect of statutory dues

(a) According to the information and explanation given to us and the records of the company examined by us. The company is regular in depositing the undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales, tax wealth tax, service tax, custom duty, excise duty. Cess and other material statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable. Except Rs. 1184033.00 for Provident Fund, RS. 354612.00 for TDS and Rs. 92213.00 for Service Tax.

(b) According to the records of the Company, there are no dues of Income tax, sales tax, customs duty, wealth tax, service tax, excise duty, sales tax and cess that have been not been deposited on amount of any dispute.

10. In respect of accumulated losses and cash losses

The company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash loss during the year and also incurred cash losses in the immediately preceding financial year.

11. In respect of dues to financial institution / banks / debentures

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has defaulted in repayment of dues to a financial institutions and banks. The details are given as per annexure II.

12. In respect of loans and advances granted on the basis of security

According to the information and explanations given to us and based on the documents and records produced 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.

13. In respect of provisions applicable to Chit fund

In our opinion and according to information and explanations given to us the company is not chit fund or a nidhi or mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(a) N.A

(b) N.A

(c) N.A

(d) N.A

14. In respect of dealing or trading in shares, securities, debentures and other investment

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 Order are not applicable to the company.

15. In respect of guarantee given for loans taken by others

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 bank or financial institutions.

16. In respect of application of term loans

According to the information and expalnations given to us, in our opinion, the terms loans availed by the company were, prima facia, applied for the purpose for which they were raised.

17. In respect of fund used

Based on an overall examination of the Balance Sheet of the company and a review of the consolidated fund flow statement for the year, we report that no funds raised on short-term basis have been used for long-term investment.

18. In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19. In respect of securities created for debentures

The company did not have any outstanding debentures as on 31.03.2014.

20. In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21. In respect of fraud

Based upon the audit procedures performed for the purpose of recording the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud or by the company has been noticed or reported during the course of our audit.

Date : 26/05/2014 Place : CHANDIGARH FOR RAKESH SINGLA & ASSOCIATES (Chartered Accountants) Reg No. :03371N RAKESH KUMAR KHANNA Partner M.No.:086046


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Agro Dutch Industries Limited ("the company") which comprise the Balance Sheet as at March 31, 2013, the statement of Profit and Loss Account and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards referred to in section 211( 3 C ) of the companies Act , 1956 ( " the Act " ) . This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us , the aforesaid financial statements give the information required by the Act 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 March 31st, 2013;

ii ) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date. And

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to:

(i) Note 1B regarding pending export obligations against machinery imported under advance license as stated in the said note

(ii) Note 1B Para XIV , regarding reasons for preparing the financial statements of the company on a going concern basis , notwithstanding the fact that its net worth is totally eroded . The appropriateness of the said basis is interalia depends on the admission of its case by BIFR and the rehabilitation packages approved by BIFR, repayment of debts by sale of surplus and non-core assets.

(iii) Note XV regarding demurrage and other charges amounting to Rs 154 lacs claimed by the freight forwarding agency on recall of containers but disputed by the company on the basis of legal opinion.

(iv) Note XVI regarding none provisioning for penal interest and other charges levied by financial Institutions/ banks for the reasons explained in the Note.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Reports) Order, 2003 ( " the order " ) issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956 , we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

2. As required by section 227( 3 ) of the Act , 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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion the Balance Sheet, the statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub-Section ( 3C ) of section 211 of the Companies Act, 1956 .

e) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Annexure referred to paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

i. a. The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the management has physically verified fixed assets according to a phased programme of periodic verification which, in our opinion is reasonable having regard to the size of the company and nature of the assets. As informed, no material discrepancies between book records and physical inventory have been noticed in respect of the fixed assets physically verified during the year.

c. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

ii. a) As informed the inventories have been physically verified during the year by the management ( except the stock lying with third parties ) and in our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Company are reasonable and adequate commensurate with the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory & book records were not material.

iii. a) The Company has not granted any loans, Secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the Clause (iii)(b), (iii)(c) and (iii)(d) of the paragraph 4 of the order are not applicable.

b) The company has taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. Total number of party is four, the maximum amount involved during the year was Rs 14,02,74,974.00 and the year end balance of loan taken from such parties was Rs 10,64,74,974.00.

c) In our opinion and according to information and explanations given to us , the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

d) In respect of loans taken , repayment of the principal amount is as stipulated and payment of interest have been regular

iv. In our opinion and according to the information and explanation given to us and having regard to the explanations that some of the items purchased/ sold are of special nature and alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further , on the basis of our examination of the books and records of the company and according to the information and explanations given to us , we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a. In our opinion and according to information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. According to the information and explanations given to us the company has not accepted deposit from the public. We are informed by the management that no order has been passed by the Company Law Board , National Company Law Tribunal or Reserve Bank Of India or any court or any other Tribunal

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We have 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 209 (1) (d) of the Companies Act, 1956 , and are of the opinion that prima facie , the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or note.

ix. a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company has been regular in depositing during the year undisputed statutory dues including Provident Fund, Employee''s State Insurance Dues, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authority in India.

b) According to the information and explanation given to us and the records of the company examined by us, there are no outstanding dues of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and on account of any cess.

x. The company has accumulated losses as at 31.3.2013 not less than fifty percent of its net worth. Company has incurred cash losses in the financial year ended on that date and also incurred cash losses in the immediately proceeding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the management, we report that the company has defaulted in repayment of loans and interest thereon. The details are as per Annexure-I

xii. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4 (xiii) of the Order is not applicable.

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 ( Auditors'' Report ) Order , 2003 are not applicable to the company.

xv. In our Opinion and according to information and explanations given to us and the records produced before us the company has not given guarantee for loan taken by others from bank.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, term loans availed by the company were, prima facie, applied for the purpose for which they were raised.

xvii. On the basis of information and explanations given to us, and on the basis of an overall examination of the balance sheet of the company, no funds raised on short term basis have been utilized for long-term investments.

xviii. The company has not made any preferential allotment of shares to the parties and companies covered in the register maintained u/s 301 of the Companies Act during the year.

xix. Company has no outstanding Debentures as on 31.3.2013.

xx. The Company has not raised any money by way of public issues during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us , we have neither come across any instance of fraud on or by the company , noticed or reported during the year, nor have we been informed of such case by the management.



For Suresh Mittal & Associates

Chartered Accountants

FRN003800N



Place : Chandigarh (Suresh Mittal)

Dated : 14.8.2013 Partner,

Membership No 82740


Mar 31, 2012

We have audited the attached Balance Sheet of Agro Dutch Industries Limited as at March 31, 2012, the statement of Profit and Loss Account 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.

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.

As required by the Companies (Auditor's Reports) Order, 2003 issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956 ,and on the basis of such checks of the books and records of the company as we may consider appropriate, We enclose in the Annexure a statement on the matters specified in paragraph 4 and

5 of the said order.

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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the statement of Profit and Loss Account and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion the Balance Sheet, the statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in sub-Section ( 3C ) of section 211 of the Companies Act, 1956 .

e) On the basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors 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) Without qualifying attention is drawn to;

(i) Note 1B regarding pending export obligations against machinery imported under advance license as stated in the said note

(ii) Note 1B para XIV), regarding reasons for preparing the financial statements of the company on a going concern basis, notwithstanding the fact that its net worth is totally eroded . The appropriateness of the said basis is interalia depends on the admission of its case by BIFR and the rehabilitation packages approved by BIFR, repayment obligations of its loans and interest due as on date and falling due during the year ending 31.3.2013 and infusion of funds for meeting obligations.

g) Subject to our comments in para (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and notes 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 principals generally accepted in India;

i) In the case of the Balance Sheet of the state of affairs of the Company as on March 31st, 2012;

ii) In the case of the Statement of Profit and Loss Account, of the loss of the Company for the year ended on that date. and

iii) In the case of Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in the Auditors report to the members of Agro Dutch Industries Limited on the accounts for the year ended on March 31st, 2012.

i. a. The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the management has physically verified certain fixed assets according to a phased programme of periodic verification which, in our opinion is reasonable having regard to the size of the company and nature of the assets. As informed, no material discrepancies between book records and physical inventory have been noticed in respect of the fixed assets physically verified during the year.

c. In our opinion and accordingly to the information and explanations given to us, no substantial part of the fixed assets have been disposed of during the year.

ii. a) As informed the inventories have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Company are reasonable and adequate commensurate with the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory & book records were not material.

iii. a) The Company has not granted any loans, Secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the Clause (iii)(b), (iii)(c) and (iii)(d) of the paragraph 4 of the order are not applicable.

b) The company has taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. Total number of party is two, the maximum amount involved during the year was Rs 6,69,83,900 and the year end balance of loan taken from such parties was Rs 5,97,03,150.

c) In our opinion and according to information and explanations given to us , the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

d) In respect of loans taken , repayment of the principal amount is as stipulated and payment of interest have been regular

iv. In our opinion and according to the information and explanation given to us and having regard to the explanations that some of the items purchased/ sold are of special nature and alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further , on the basis of our examination of the books and records of the company and according to the information and explanations given to us , we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a. In our opinion and according to information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. The company has not accepted deposit from the public. We are informed by the management that no order has been passed by the Company Law Board , National Company Law Tribunal or Reserve Bank Of India or any court or any other Tribunal

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We have 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 209 (1) (d) of the Companies Act, 1956 , and are of the opinion that prima facie , the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or note.

ix. a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company has been regular in depositing during the year undisputed statutory dues including Provident

Fund, Employee's State Insurance Dues, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authority in India.

b) According to the information and explanation given to us and the records of the company examined by us, there are no outstanding dues of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and on account of any cess.

x. The company has accumulated losses as at 31.3.2012 not less than fifty percent of its net worth. Company has incurred cash losses in the financial year ended on that date and also incurred cash losses in the immediately proceeding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the management, we report that the company has defaulted in repayment of loans and interest thereon. The details are as per Annexure-I

xii. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4 (xiii) of the Order is not applicable.

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 ( Auditors' Report ) Order , 2003 are not applicable to the company.

xv. In our Opinion and according to information and explanations given to us and the records produced before us the company has given guarantee for loan taken by others from bank and the terms and conditions thereof are not prejudicial to the interest of the company.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, term loans availed by the company were, prima facie, applied for the purpose for which they were raised.

xvii. On the basis of information and explanations given to us, and on the basis of an overall examination of the balance sheet of the company, no funds raised on short term basis have been utilized for long-term investments.

xviii. The company has not made any preferential allotment of shares to the parties and companies covered in the register maintained u/s 301 of the Companies Act during the year.

xix. Company has no outstanding Debentures as on 31.3.2012.

xx. The Company has not raised any money by way of public issues during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us , we have neither come across any instance of fraud on or by the company , noticed or reported during the year , nor have we been informed of such case by the management.

Amount In Lacs

Name of Institution Principle Due Int Due

Union Bank Of India 0 11.96

Union Bank Of India 4.2 12.79

Union Bank Of India 1693.89 145.3

Bank Of India 0 268.02

Bank Of India 136.74 58.14

Bank Of India 126.63

Federal Bank 70.68 162.21

Federal Bank 0 22.74

Federal Bank 251.85

State Bank Of Hyderabad 0 32.9

State Bank Of Hyderabad 0 60.95

State Bank Of Hyderabad 26.64 11.35

Axis Bank 174.92 12.36

Axis Bank 99.99 169.05

Axis Bank 79.74 33.92

IDBI Bank 0 487.95

IDBI Bank 0 14.83

ICICI Bank 0 37.31

ICICI Bank 253.83 347.4

ICICI Bank 70.5 29.96

State Bank Of India 270.83 27.49

State Bank Of India 0 279.19

State Bank Of India 35.46 15.05

Allahabad Bank 138.36 91.32

Barclays Bank 1107.57 199.36

Kotak Bank 960.12 172.82

DEG 2008.13 404.24

M&T 920.96 213.2



Name of Institution Due Date Period of Default

Union Bank Of India 1 DEC 11 - 31 MARCH'12 1 - 122

Union Bank Of India 29 FEB 12 - 31 MARCH'12 1 - 31

Union Bank Of India 1 NOV 11 - 31 MARCH'12 1 - 153

Bank Of India 1 MAY 11 - 31 MARCH'12 1 - 336

Bank Of India 1 NOV 11 - 31 MARCH'12 1 - 153

Bank Of India 1 JUL 11 - 31 MARCH'12 1 - 274

Federal Bank 1 NOV 11 - 31 MARCH'12 1 - 153

Federal Bank 1 JAN 12 - 31 MARCH'12 1 - 90

Federal Bank 1 SEPT 11 - 31 MARCH'12 1 - 212

State Bank Of Hyderabad 31 MAR 11 - 31 MARCH'12 1 - 366

State Bank Of Hyderabad 1 MAY 11 - 31 MARCH'12 1 - 336

State Bank Of Hyderabad 1 NOV 11 - 31 MARCH'12 1 - 153

Axis Bank 1 JUN 11 - 31 MARCH'12 1 - 305

Axis Bank 1 MAY 11 - 31 MARCH'12 1 - 336

Axis Bank 1 NOV 11 - 31 MARCH'12 1 - 153

IDBI Bank 1 MAY 11 - 31 MARCH'12 1 - 336

IDBI Bank 1 AUG 11 - 31 MARCH'12 1 - 243

ICICI Bank 31 MAR 11 - 31 MARCH'12 1 - 366

ICICI Bank 1 MAY 11 - 31 MARCH'12 1 - 336

ICICI Bank 1 NOV 11 - 31 MARCH'12 1 - 153

State Bank Of India 1 JUL 11 - 31 MARCH'12 1 - 275

State Bank Of India 1 MAY 11 - 31 MARCH'12 1 - 336

State Bank Of India 1 NOV 11 - 31 MARCH'12 1 - 153

Allahabad Bank 1 MAY 11 - 31 MARCH'12 1 - 336

Barclays Bank 31 MAR 11 - 31 MARCH'12 731

Kotak Bank 31 MAR 11 - 31 MARCH'12 731

DEG 15 MAR 09 - 31 MARCH 12 16 - 1112

M&T 1 APR 09 - 31 MARCH'12 182 - 1095

For Suresh Mittal & Associates Chartered Accountants

FRN003800N

PLACE: Village Tofapur (Suresh Mittal)

Dated: 30.8.2012 Partner,

Membership No 82740


Mar 31, 2011

We have audited the attached Balance Sheet of Agro Dutch Industries Limited as at March 31, 2011 and the Profit & Loss Account and also 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.

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.

As required by the Companies (Auditor's Reports) Order, 2003 as amended by the Companies (Auditor's Report) [Amendment] Order, 2004 together 'the order' issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we may consider appropriate, we enclose in the Annexure a statement on matters specified in paragraph 4 & 5 of the said order.

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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in sub-Section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the directors 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.

f) In respect of following items no provision/charge to profit and loss account has been made.

(i) Old/slow moving stock of Canned Mushroom amounting to Rs 1071.69 lacs, included in closing stock, which in our opinion, has no reliasable value.

(ii) Debts amounting to Rs 1480.24 lacs due against export, which are outstanding for more than two years, bills discounted against which has not been made good by the buyer and as such in our opinion, are doubtful of recovery (Refer para 16 of schedule 19).

We further report that had the effect of items mentioned In (f) above considered, loss for the year would have been increased by Rs 2551.93 lacs resulting into a loss of Rs 14949.51 lacs for the year and accumulated loss at the year end would have been higher by Rs 2551.93 lacs. Further current assets would have been lower by Rs 2551.93 lacs and the balance of the Profit and Loss Account in assets side of the Balance Sheet would have been higher by Rs 2551.93 lacs.

g) Without qualifying attention is drawn to;

(i) Note 1 B of schedule 19 regarding pending export obligations against machinery imported under advance license as stated in the said note.

(ii) Note 15 of schedule 19, regarding reasons for preparing the financial statements of the company on a going concern basis, notWithstanding the fact that its net worth is totally eroded. The appropriateness of the said basis is interalia depends on the admission of its case by BIFR and the rehabilitation packages sanctioned by BIFR, repayment obligations of its loans and interest due as on date and falling due during the year ending 31.3.2012 and infusion of funds for meeting obligations.

h) Subject to out comments in para (f) and (g) above, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes thereon appearing in schedule 19, 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 principals generally accepted in India;

i) In the case of the Balance Sheet of the state of affairs of the Company as on March 31st, 2011;

ii) In the case of Profit & Loss Account. of the loss of the Company for the year ended on that date and

iii) In the case of Cash Flow Statement, of the cash flows of the company for the year ended on that date.

annexure to the auditor's report

Annexure referred to in the Auditors report to the members of Agro Dutch Industries Limited on the accounts for the year ended on March 31st, 2011.

i. a. The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the management has physically verified certain fixed assets according to a phased programme of periodic verification which, in our opinion is reasonable having regard to the size of the company and nature of the assets. As informed, no material discrepancies between book records and physical inventory have been noticed in respect of the fixed assets physically verified during the year.

c. In our opinion and accordingly to the information and explanations given to us, no substantial part of the fixed assets have been disposed of during the year.

ii. a) As informed the inventories have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Company are reasonable and adequate commensurate with the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory & book records were not material.

iii. a) The Company has not granted any loans, Secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the Clause (iii)(b), (iii)(c) and (iii)(d) of the paragraph 4 of the order are not applicable.

b) The company has taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. Total number of party is two, the maximum amount involved during the year was Rs 6,04,55,174 and the year end balance of loan taken from such parties was Rs 6,04,55,174.

c) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

d) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest have been regular.

Iv. In our opinion and according to the information and explanation given to us and having regard to the explanations that some of the items purchased/sold are of special nature and alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a. In our opinion and according to information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. The company has not accepted deposit from the public. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We are informed that maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 in respect of the Company's product.

ix. a) According to the information and explanation given to us and the records of the company examined by us, ,In our opinion, the company has been regular in depositing during the year undisputed statutory dues including Provident Fund, Employee's State Insurance Dues, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authority in India.

b) According to the information and explanation given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and on account of any cess are as under;

Sr. Nature of Statue Nature of Dues Duty/ Service No. Tax Involved

1 Finance Act GTA Service Tax 173,265 Outward

2 Finance Act GTA Service 356,575 Tax Outward

3 Finance Act GTA Service 51,817 Tax Outward

4 Finance Act Service Tax on 215,288 Business Exhibition.

5 Finance Act Service Tax on 140,318 Business Exhibition.

6 Finance Act Service Tax on 98,396 Business Exhibition.

7 Custom Penalty on Duty 47,877



Sr. Nature of Statue Period Forum where dispute No. is pending

1 Finance Act Jan 2005- Appeal filed in Nov 05 CESTAT, New Delhi

2 Finance Act Oct 2006- Appeal filed in 10.5.2007 CESTAT - New Delhi

3 Finance Act Mar 2008- Commissioner appeals June 2008 Chandigarh.

4 Finance Act 1-10-2004 to A. C - Dera Bassi. 17.2.2006

5 Finance Act April 2007- to Commissioner appeals March 2008 Chandigarh.

6 Finance Act April 2008- to A. C - Dera Bassi. March 2009

7 Custom May 2010 Commissioner appeals Chandigarh.

x. The company has accumulated losses as at 31.3.2011 not less than fifty percent of its net worth. Company has incurred cash losses in the financial year ended on that date and also incurred cash losses in the immediately proceeding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the management, we report that the company has defaulted in repayment of loans and interest thereon. The details are as per Annexure-I

xii. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4 (xiii) of the Order is not applicable.

xiv. In our Opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the company.

xv. In our opinion and according to the information and explanations given to us and the records produced before us the company has given guarantee for loans taken by others from bank and the terms and conditions thereof are not prejudicial to the interest of the company.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, term loans availed by the company were, prima facie, applied for the purpose for which they were raised.

xvii. On the basis information and explanations given to us, and on the basis of an overall examination of the balance sheet of the company, no funds raised on short term basis have been utilized for long-term investments.

xviii. The company has not made any preferential allotment of shares to the parties and companies covered in the register maintained u/s 301 of the Companies Act during the year.

xix. Company has no outstanding Debentures as on 31.03.2011.

xx. During the year company has raised funds by way of preferential allotment amounting to Rs 195.50 lacs including a premium of Rs 104.00 lacs and the company has disclosed the utilization of funds raised and the same has been verified.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Suresh Mittal & Associates Chartered Accountants FRN003800N (Suresh Mittal) PLACE : Village Tofapur Partner Dated : 15.7.2011 Membership No 82740


Mar 31, 2010

We have audited the attached Balance Sheet of Agro Dutch Industries Limited as at March 31, 2010 and the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors Reports) Order, 2003 as amended by the Companies (Auditors Report) [Amendment] Order, 2004 together the order issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956 ,and on the basis of such checks of the books and records of the company as we may consider appropriate. We enclose in the Annexure a statement on matters specified in paragraph 4 & 5 of the said order.

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 account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in sub-Section ( 3C ) of section 211 of the Companies Act, 1956.

e) 9n tne basis of written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Without qualifying attention is drawn to;

(i) Note no. 6k of Schedule 18 regarding pending necessary approval for managerial remuneration as explained in the said note.

(ii) Note no. 9 of schedule 18 regarding adjustment of foreign currency expenses incurred by customers on behalf of company as stated in the said note.

(iii)Note no. 1B of schedule 18 regarding pending export obligations against machinery imported under advance license as stated in the said note.

g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies and Notes thereon, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principals generally accepted in India;

i) In the case of the Balance Sheet of the state of affairs of the Company as on March 31st, 2010;

ii) In the case of Profit & Loss Account, of the loss of the Company for the year ended on that date and

iii) In the case of Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in the Auditors report to the members of Agro Dutch Industries Limited on the accounts for the year ended on March 31st, 2010.

i. a. The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the management has physically verified certain fixed assets according to a phased programme of periodic verification which, in oui opinion is reasonable having regard to the size of the company and nature of the assets. As informed, no material discrepancies between book records and physical inventory have been noticed in respect of the fixed assets physically verified during the year.

c. In our opinion and accordingly to the information and explanations given to us, no substantial part of the fixed assets have been disposed off during the year.

ii. a) As informed the inventories have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Company are reasonable and adequate commensurate with the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical inventory & book records were not material.

iii. a) The Company has not granted any loans, Secured or unsecured, to companies, firms or other parties coyered in the register maintained under section 301 of the Act. Accordingly, the Clause (iii)(b), (iii)(c) and (iii)(d) of the paragraph 4 of the order are not applicable.

b) The company has taken loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. Total number of party is one, the maximum amount involved during the year was Rs 16, 60, 50,000 and the year end balance of loan taken from such party was Rs 2, 63, 10,000.

c) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the company.

d) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest have been regular

iv. In our opinion and according to the information and explanation given to us and having regard to the explanations that some of the items purchased/ sold are of special nature and alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a) In our opinion and according to information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. The company has not accepted deposit from the public. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank Of India or any court or any other Tribunal

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We are informed that maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 in respect of the Companys product.

ix. a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company has been regular in depositing during the year undisputed statutory dues including Provident Fund, Employees State Insurance Dues, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authority in India.

b) According to the information and explanation given to us and the records of the company examined by us, the dues outstanding of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and on account of any cess are as under;

Sr. Nature of Particulars Duty/ Service No. Statue Tax Involved

1 Finance Act GTA Service Tax 173,265 Outward

2 Finance Act GTA Service 356,575 Tax Outward

3 Finance Act GTA Service 51,817 Tax Outward

4 Finance Act Service Tax on 215,288 Business Exhibition.

5 Finance Act Service Tax on 140,318 Business Exhibition.

6 Finance Act Service Tax on 98,396 Business Exhibition.

7 Custom Additional Custom 540,000 Duty

Total 1,575,659



Sr. Nature of Period Forum where dispute No. Statue is pending

1 Finance Act Jan 2005- Appeal filed in Nov 05 CESTAT, New Delhi

2 Finance Act Oct 2006- Appeal filed in 10.5.2007 CESTAT - New Delhi

3 Finance Act Mar 2008- Commissioner appeals June 2008 Chandigarh.

4 Finance Act 1-10-2004 to A. C - Dera Bassi. 17.2.2006

5 Finance Act April 2007- to Commissioner appeals March 2008 Chandigarh.

6 Finance Act April 2008- to A. C - Dera Bassi. March 2009

7 Custom Oct 2003 Appeal filed in onwards CESTAT, New Delhi



x The company has accumulated losses as at 31.3.2010 less than fifty percent of its net worth. Company has incurred cash losses in the financial year ended on that date and also incurred cash losses in the immediately proceeding financial year.

xi. Based on our audit procedures and on the basis of information and explanations given by the management, we report that the company has defaulted in repayment of loans and interest thereon. The details are as under

Principal Date of No of Day Principal Date of Amount Default overdue Amount Default

254.01 15-Mar-09 382 504.00 Oct-09

122.77 1-Jun-09 304 1323.55 Nov-09

95.90 31-Jul-09 244 470.50 Dec-09

254.01 15-Sep-09 198 988.00 Jan-10

114.39 30-Nov-09 122 565.00 Feb-10

475.00 30-Nov-09 122 1229.00 Mar-10

274.82 31-Dec-09 91 Interest

122.77 1-Jan-10 90 54.24 1-Jun-09

254.01 15-Mar-10 17 6.07 31-Jul-09

79.00 Jun-09 285 63.77 15-Sep-09

217.00 Aug-09 213 3.44 30-Nov-09

94.00 Sep-09 197 6.17 31-Dec-09



(Rs in lacs)

Principal No of Day Interest Date of No of Day Amount overdue Default overdue

254.01 162 61.22 31-Dec-09 91

122.77 140 47.16 1-Jan-10 90

95.90 106 3.63 31-Jan-10 60

254.01 69 3.28 28-Feb-10 32

114.39 45 6.17 31-Dec-09 91

475.00 35 61.22 31-Dec-09 91

274.82 3.63 31-Jan-10 60

122.77 304 3.28 28-Feb-10 32

254.01 244

79.00 198

217.00 122

94.00 91



xii. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4 (xiii) of the Order is not applicable.

xiv. In our Opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are 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 bank and the terms and condition thereof are not prejudicial to the interest of the company.

xvi. In our opinion and according to the information and explanations given to us, on an overall basis, term loans availed by the company were, prima facie, applied for the purpose for which they were raised.

xvii. On the basis of information and explanations given to us, and on the basis of an overall examination of the balance sheet of the company, no funds raised on short term basis have been utilised for long term investments.

xviii. The company made preferential allotment of shares to the parties and companies covered in the register maintained u/s 301 of the Companies Act during the year. The price at which the allotment was made is not prejudicial to the interest of the company.

xix. Company has no outstanding Debentures as on 31.3.2010.

xx The Company has not raised any money through public issue during the year.

xxi. During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Suresh Mittal & Associates

Chartered Accountants

FRN003800N

(Suresh Mittal) PLACE: Village Tofapur Partner

Dated : 2.8.2010 Membership No 82740

 
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