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Auditor Report of Agro Tech Foods Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the ''standalone financial statements'').

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these standalone 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder, to the extent applicable.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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 assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 Company''s Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016("the Order"), issued by the Central Government of India in terms of sub-section 11 of Section 143 of Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the ''Annexure A'' 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 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 it 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on 31 March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016, 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 and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''; and

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2016 on its financial position in its financial statements – Refer Note 2.27 and 2.47 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2016.

The Annexure-A referred to in the Independent Auditors'' Report of even date, on the Standalone Financial Statements, to the Members of Agro Tech Foods Limited (''the Company'') for the year ended 31 March 2016. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 2.9 on fixed assets to the financial statements, are held in the name of the Company.

(ii) The inventories, except goods-in-transit have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) 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 Companies Act, 2013 (''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act, with respect to the investments made. The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and Rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales- tax, Service tax, Duty of customs, Duty of excise, Value added tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income-tax, Sales- tax, Service tax, Duty of customs, Duty of excise, Value added tax and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax, Duty of custom, Duty of excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Period to which Amount in* Name of the Statute Nature of Dues the amount (Rs, Million) relates

2010-11 and Excise Duty 1.32 2011-12 Central Excise Act, 1944 Excise Duty 27.10 2009 – 12

Andhra Pradesh General Sales Tax Act, Sales Tax 0.10 1997 – 98 1956

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 3.52 2005 - 06 and 2006 - 07

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 – 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 – 02

West Bengal Value Added Tax Act, 2003 Value Added Tax and 4.43 2009 – 10 and Central Sales Tax Act, 1956 Central Sales Tax

West Bengal Value Added Tax Act, 2003 Value Added Tax and 3.49 2010-11 and Central Sales Tax Act, 1956 Central Sales Tax

Bihar Sales Tax Act, 1981 Sales Tax 0.62 2001 – 02

2.26 2002 – 03

Delhi Sales Tax Act, 1975 and Central Sales Sales Tax and 0.95 2003 – 04 Tax Act, 1956 Central Sales Tax 1.64 2004 – 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax and 0.85 2003 – 04 Central Sales Tax

Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 63.53 2007 – 08

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 – 03

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1998 – 99

0.12 1999 - 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.94 2010 – 11

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 36.86 2002 – 04

The Assam Value Added Tax Act, 2003 Value Added Tax and 0.36 2009 – 10 and Central Sales Tax Act, 1956 Central Sales Tax

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 99.58 2008-09 to 2012-13

Rajasthan Sales Tax Act, 1954 Central Sales Tax 0.34 2001-02

Income-tax Act, 1961 Income tax 53.60 AY 2010-11

Income-tax Act, 1961 Income tax 28.31 AY 2011-12



Name of the Statute Forum Where the dispute is pending

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Andhra Pradesh General Sales Tax Act, Central Excise and Service Tax Appellate Tribunal, Bangalore

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Sales Tax Appellate Tribunal, Hyderabad

West Bengal Sales Tax Act, 1994 Assistant Commissioner (Appeals), Commercial Taxes, Chennai

West Bengal Value Added Tax Act, 2003 Sales Tax Appellate Tribunal, Kolkata and Central Sales Tax Act, 1956

West Bengal Value Added Tax Act, 2003 Appellate &Revisional Board, West Bengal and Central Sales Tax Act, 1956 Commercial Taxes, Kolkata

Bihar Sales Tax Act, 1981 Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

Delhi Sales Tax Act, 1975 and Central Sales Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna Tax Act, 1956

Uttar Pradesh Sales Tax Act, 1948 Sales Tax Appellate Tribunal, Patna

Uttar Pradesh Value Added Tax Act, 2008 Additional Commissioner, Commercial Taxes, Delhi

Bombay Sales Tax Act, 1958 Additional Commissioner, Commercial Taxes, Delhi

Gujarat Sales Tax Act, 1970 Deputy Commissioner, Commercial Taxes, Ghaziabad

Kerala Value Added Tax Act, 2005 Deputy Commissioner, Ghaziabad

Rajasthan Sales Tax Act, 1954 Joint Commissioner of Sales Tax (Appeals), Mumbai

The Assam Value Added Tax Act, 2003 Deputy Commissioner of Sales Tax and Central Sales Tax Act, 1956 (Appeals), Ahmedabad

Sales Tax Appellate Tribunal, Ahmedabad

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal), Kochin

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Superintendent of Taxes, UNIT D, Guwahati

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

Rajasthan Sales Tax Act, 1954 Commercial Taxes Officer, Dungarpur

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad

*net of deposits

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers. The Company does not have any loan or borrowings from any financial institution or government, nor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provision of Section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) 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 Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable Accounting Standard.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with the directors or person connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

for B S R & Associates LLP

Chartered Accountants

Firm''s Registration Number:116231W/ W-100024



Sriram Mahalingam Place : Gurgaon

Partner

Date :26 April 2016 Membership No: 049642


Mar 31, 2015

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the ''standalone financial statements'').

Management''s Responsibility for the Standalone

Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder, to the extent applicable.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements 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 misstatement.

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 assessments, the auditor considers internal control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section 11 of

Section 143 of the Companies Act, 2013 (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure 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 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 it 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations as at 31 March 2015 on its financial position in its financial statements - Refer Note 2.27 and 2.47 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2015.

The Annexure referred to in the Independent Auditors'' Report of even date, on the Standalone Financial Statements to the Members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2015. We report that:

(i) (a) The Company has maintained proper records showing full parti -culars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(ii) (a) The inventories, except goods-in-transit and

stocks lying with third parties, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. We have not

observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and

explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, value added tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Wealth tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax, Duty of custom, Duty of Excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Name of Nature of Dues Amount in Period to which the Statute Rs Million) the amount relates

Excise Duty - CENVAT 0.78 2004 - 05 credit

Central Excise Act, 1944 Excise Duty 1.32 2010- 2011 and 2011-12

Excise Duty 27.10 2009 - 12

17.8 2001 - 02

2012-13 Customs Act,1962 Customs Duty

79.09 2012 - 13

Andhra Pradesh GeneralSales Tax Sales Tax 0.10 1997 - 98 Act, 1956 _

Andhra Pradesh Entry Tax Act,2001 Entry Tax 3. 52 2005 - 06 and

2006 - 07

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 02

West Bengal Value Added Tax Act, 2003 Value Added Tax and Central Sales Tax Act, 1956 Central Sales Tax 7,28 2009-10

West Bengal Value Added Tax Act, 2003 Value Added Tax and 8.22 2010 - 11 and Central Sales Tax Act, 1956 Central Sales Tax 0.62 2001 - 02

Bihar Sales Tax Act, 1981 Sales Tax 2.26 2002 - 03

Delhi Sales Tax Act, 1975 and Central Sales 0.95 2003 - 04 Tax Act, 1956 Sales Tax and CST 1.64 2004 - 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax and CST 0.85 2003 - 04

Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 63.53 2007 - 08

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 - 03

0.12 1998 - 99

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999 - 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.94 2010 - 11

The Rajasthan Entry Tax-Goods Act, 2003 Entry Tax 36.86 2002 - 04

The Assam Value Added Tax Act,2003 Value Added Tax and 0.36 2009 - 10 and Central Sales Tax Act, 1956 Central Sales Tax 0.36 2009 - 10

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 5.47 2008 - 09

West Bengal Value Added Tax Act, 2003 Value Added Tax and Central Sales Tax Act, 1956 Central Sales Tax 0.09 2011 - 12

Rajasthan Sales Tax Act, 1954 Central Sales Tax 0.34 2011 - 12

Income-tax Act, 1961 Income tax 22.94 2008 - 09

Income-tax Act, 1961 Income tax 53.60 2009 - 10



Name of the Statue Forum Where the dispute is pending

Centrol sales Act 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, Bangalore

Customs Act 1962 Supreme Court

Central Excise and Service Tax Appellate Tribunal, Mumbai

Andhra Pradesh General Sales Tax Act, 1956 Sales Tax Appellate Tribunal

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Assistant Commissioner (Appeals), Commercial Taxes

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Revisional Board and Appellate Authority, West Bengal Commercial Taxes

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Senior Joint Commissioner of Sales Tax (Appeals), Corporate Division, Kolkata

Bihar Sales Tax Act, 1981 Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna

Sales Tax Appellate Tribunal

Delhi Sales Tax Act, 1975 and Central Sales Tax Act, 1956 AdditionalCommissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Additional Commissioner, Commercial Taxes

Uttar Pradesh Value Added Tax Act, 2008 Deputy Commissioner, Commercial Taxes

Deputy Commissioner

Bombay Sales Tax Act, 1958 Joint Commissioner of Sales Tax (Appeals)

Gujarat Sales Tax Act, 1970 Deputy Commissioner of Sales Tax (Appeals)

Sales Tax Appellate Tribunal

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal)

The Rajasthan Entry Tax-Goods Act,2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Superintendent of Taxes, UNIT D, Guwahati

The Rajasthan Entry Tax - Goods Act, 2003 Deputy Commissioner (Appeals), Jaipur

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Additional Commissioner (Appeals)

Rajasthan Sales Tax Act, 1954 Commercial Taxes Officer, Dungarpur

Income-tax Act, 1961 Deputy Commissioner of Income Tax, Circle 1(1), Hyderabad

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad



(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for B S R & Associates LLP Chartered Accountants

Firm''s Registration Number:116231W/W-100024 Sriram Mahalingam Place : Gurgaon Partner Date : 17April 2015 Membership No. 049642


Mar 31, 2014

We have audited the accompanying financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, 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 (collectively referred to as the ''financial statements'').

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 fows 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"). 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.

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 material misstatement.

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 assessments, 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 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 the accounting estimates made by 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 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifed 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 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 subsection (3C) of Section 211 of the Act, to the extent applicable; and

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in the Independent Auditors'' Report to the Members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2014. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) The Company has a regular program of physical verifcation of its fxed assets by which all fxed assets are verifed every year. In our opinion, the periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verifcation.

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

(ii) (a) The inventories, except goods-in-transit and stocks lying with third parties, have been physically verifed by the Management during the year. In our opinion, the frequency of such verifcation is reasonable. For stocks lying with third parties at the year-end, written confrmations have been obtained.

(b) In our opinion, the procedures for the physical verifcation of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fxed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public.

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

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident Fund, Employees'' State Insurance, Incometax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Sales tax, Excise duty, Customs duty and Entry tax have not been deposited by the Company on account of disputes:

Period to which Amount* Name of the Statute Nature of Dues the amount (Rs. Million) relates

Excise Duty – CENVAT 0.78 2004 - 05 credit

2010 - 11 and Central Excise Act, 1944 Excise Duty 1.32 2011 - 12

Excise Duty 28.10 2009 - 12

1.78 2001 - 02 Customs Duty Customs Act, 1962 79.09 2012 - 13

Andhra Pradesh General Sales Tax Sales Tax 0.10 1997 - 98 Act, 1956

2005 - 06 and Andhra Pradesh Entry Tax Act, 2001 Entry Tax 3.52 2006 - 07

Andhra Pradesh Value Added Tax 2007 - 08 and Value Added Tax 25.64 Act, 2005 2008 - 09

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 02

West Bengal Value Added Tax Act, Value Added Tax and 7.28 2009 - 10 2003 and Central Sales Tax Act, 1956 Central Sales Tax

West Bengal Value Added Tax Act, Value Added Tax and 8.22 2010 - 11 2003 and Central Sales Tax Act, 1956 Central Sales Tax

0.62 2001 - 02 Bihar Sales Tax Act, 1981 Sales Tax 2.26 2002 - 03

0.95 2003 – 04 Delhi Sales Tax Act, 1975 Sales Tax 1.64 2004 – 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax 0.85 2003 – 04

Uttar Pradesh Value Added Tax Act, Value Added Tax 63.53 2007 – 08 2008

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 – 03

0.12 1998 – 99 Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999 – 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.93 2010 – 11

The Rajasthan Entry Tax - Goods Act, Entry Tax 36.86 2002 - 04 2003

The Assam Value Added Tax Act, 2003 Value Added Tax and 0.36 2009 - 10 and Central Sales Tax Act, 1956 Central Sales Tax

Name of the Statue Forum Where the dispute is pending

Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, Bangalore

Supreme Court

Customs Act, 1962 Central Excise and Service Tax Appellate Tribunal, Mumbai

Andhra Pradesh General Sales Tax Act, 1956 Sales Tax Appellate Tribunal

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Andhra Pradesh Value Added Tax Act, 2005 Assistant Commissioner (CT) Audit, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Assistant Commissioner (Appeals), Commercial Taxes

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Additional Commissioner (Appeals)

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Senior Joint Commissioner of Sales Tax (Appeals), Corporate Division, Kolkata

Bihar Sales Tax Act, 1981 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

Delhi Sales Tax Act, 1975 Additional Commissioner, Commercial Taxes Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Deputy Commissioner (Appeals), Commercial Taxes

Uttar Pradesh Value Added Tax Act, 2008 Deputy Commissioner

Bombay Sales Tax Act, 1958 Sales Tax Appellate Tribunal

Gujarat Sales Tax Act, 1970 Sales Tax Appellate Tribunal Sales Tax Appellate Tribunal

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal)

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 Commissioner of Commercial Taxes

*net of deposits

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xii) 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 and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi)The Company did not have any term loans outstanding during the year.

(xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to companies/frms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix)The Company did not have any outstanding debentures during the year.

(xx)The Company has not raised any money by public issues.

(xxi)According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Co Chartered Accountants Firm''s Registration No. 128510W

Vijay Mathur

Place : Mumbai Partner

Date : 22 April 2014 Membership No. 046476


Mar 31, 2012

1. We have audited the attached Balance Sheet of Agro Tech Foods Limited ("the Company") as at 31 March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandardsrequirethatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(v) on the basis of written representations received from the directors, as on 31 March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 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; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

b. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c. 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

The Annexure referred to in the auditors' report to the members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2012. We report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

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

(ii) (a) The inventories, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company's specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public.

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

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(x) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Sales tax, Excise duty and Entry tax have not been deposited by the Company on account of disputes:

Nature of Amount Period to which Name of the Statute INR the amount Forum where the dispute is pending Millions* relates

Central Excise Act, 1944 Excise Duty - 0.78 2004 - 2005 Central Excise and Service Tax Appellate Tribunal CENVAT credit

Andhra Pradesh General Sales Tax 0.10 1997 - 1998 Sales Tax Appellate Tribunal

Sales Tax Act, 1956 1.80 2001 - 2002 Sales Tax Appellate Tribunal

1.98 2002 - 2003 Appellate Deputy Commissioner, Commercial Taxes

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 1.17 2005 - 2006 Deputy Commissioner (Appeals), Commercial Taxes

Andhra Pradesh Value Value Added 18.11 2007 - 2008 Deputy Commercial Tax Officer Added Tax Act, 2005 Tax

Andhra Pradesh Value Value Added 7.52 April 2008 to Deputy Commercial Tax Officer Added Tax Act, 2005 Tax July 2008

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 2003 Assistant Commissioner, Commercial Taxes

2.23 2003 - 2004 Assistant Commissioner (CT), Chennai

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 2002 Sales Tax Appellate Tribunal

Bihar Sales Tax Act, 1981 Sales Tax 0.62 2001 - 2002 Sales Tax Appellate Tribunal

2.26 2002 - 2003 Joint Commissioner Commercial Taxes

Delhi Sales Tax Act, 1975 Sales Tax 0.95 2003 - 2004 Additional Commissioner, Commercial Taxes

1.34 2004 - 2005 Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Sales Tax and 0.85 2003 - 2004 Deputy Commissioner (Appeals), Commercial Taxes Act 1948 and Central CST 359.55 2005 - 2006 Deputy Commissioner, Commercial Taxes Sales Tax Act, 1956 251.45 2006 - 2007 Deputy Commissioner, Commercial Taxes

0.10 2009 - 2010 Additional Commissioner (Appeals)

0.10 2009 - 2010 Additional Commissioner (Appeals)

Uttar Pradesh Value Added Tax, 2008 Value Added Tax 63.53 2007 - 2008 Deputy Commissioner, Commercial Taxes

Uttrakhand Value Added Tax, 2005 Value Added Tax 7.24 2005 - 2006 Deputy Commissioner, Commercial Taxes

Rajasthan Sales Tax Act, 1954 Sales Tax 0.30 2001 - 2002 High Court, Jodhpur

Bombay Sales Tax Act, 1958 Sales Tax 0.19 1997 - 1998 Sales Tax Appellate Tribunal

0.63 2002 - 2003 Joint Commissioner of Sales Tax (Appeals)

Gujarat Sales Tax Act, 1970 Sales Tax 0.22 1998 - 1999 Sales Tax Appellate Tribunal

0.12 1999 - 2000 Sales Tax Appellate Tribunal

*Net of deposits

(xi) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xiii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xvi) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvii) The Company did not have any term loans outstanding during the year.

(xviii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

(xix) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xx) The Company did not have any outstanding debentures during the year.

(xxi) The Company has not raised any money by public issues.

(xxii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Co

Chartered Accountants

Firm Registration No. 128510W

Zubin Shekary

Place : Gurgaon Partner

Date : 26 April 2012 Membership No. 48814


Mar 31, 2010

1. We have audited the attached Balance Sheet ot AgroTech Foods Limited ("the Company") as at 31 March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform theauditto obtain reasonableassurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 ("the Order), as amended, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

v) on the basis of written representations received from the Directors, as on 31 March 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 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; and

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010; and

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

c) 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

The Annexure referred to in the auditors report to the members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2010. We report that:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

2. The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

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

4. The inventory, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

5. In our opinion, the procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

6. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

7. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

8. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Companys specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system. We have not observed any major weakness in the internal control system during the course of the audit.

9. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

10. The Company has not accepted any deposits from the public.

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

12. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

13. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

Further, there were no dues on account of Cess under Section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable.

14. According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax and customs duty which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of sales tax, excise duty and entry tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of Dues Amount Period to which the (Rs. Million) amount relates

Central Excise Excise Duty- Act, 1944 CENVATcredit 0.78 2004-2005

0.10 1997-1998

Andhra Pradesh General Sales Tax Sales Tax 3.90 2001-2002

2.68 2002-2003

0.19 1997-1998

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002-2003

0.40 1998-1999

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999-2000

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001-2002

BiharSales TaxAct, 1981 Sales Tax 0.62 2002-2003

Delhi Sales Tax Act, 1975 Sales Tax 0.91 2003-2004

Uttar Pradesh Sales Tax Act, 1948 Central SalesTaxSales Tax and CST 0.78 2003-2004 1956 359.55 2005-2006

251.45 2006-2007

Rajasthan Sales Tax Act, 1954 SalesTax 0.30 2001-2002

Tamilnadu Sales Tax Act, 1959 SalesTax 0.26 2002-2003 2.23 2003-2004

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 2.71 2005-2006



Name of the Statue Forum Where the dispute is pending

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal

Andhra Pradesh General SalesTax Act, 1956 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

Appellate Deputy Commissioner, Commercial Taxes

Bombay Sales Tax Act, 1958 Sales Tax Appellate Tribunal

Joint Commissioner of SalesTax (Appeals)

Gujarat Sales Tax Act, 1970 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

BiharSalesTaxAct, 1981 Sales Tax Appellate Tribunal Joint Commissioner, Commercial Taxes

Delhi Sales Tax Act, 1975 Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Central Sales Tax Act, 1956 Deputy Commissioner (Appeals), Commercial Taxes

Deputy Commissioner, Commercial Taxes Deputy Commissioner, Commercial Taxes

Rajasthan Sales Tax Act, 1954 High Court, Jodhpur

Tamilnadu Sales Tax Act, 1959 Assistant Commissioner, Commercial Taxes Assistant Commissioner (CT), Koyambedu, Chennai Andhra Pradesh Entry Tax Act, 2001 Deputy Commissioner (Appeals), Commercial Taxes

15. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

16. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

17. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

18. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/ society.

19. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

20. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

21. The Company did not have any term loans outstanding during the year.

22. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

23. The Company has not made any preferential allotment of shares to companies/firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956.

24. The Company did not have any outstanding debentures during the year.

25. The Company has not raised any money by public issues.

26. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Associates

Chartered Accountants

Firm Registration Number: 128901W

Zubin Shekary

Place :Gurgaon Partner

Date : 19 May 2010 Membership No: 48814

 
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