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Auditor Report of Aries Agro Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF ARIES AGRO LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ARIES AGRO LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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.

Auditors’ 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 there under.

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes 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 [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us].

(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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act and

(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 on its financial position in its financial statements as referred to in the notes to accounts of these 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.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st 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) These fixed assets were physically verified by the management at reasonable intervals. We have been informed that no material discrepancies were noticed on such physical verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.

ii. According to the information and explanations provided to us, the stock of inventory has been physically verified during the period by the management at reasonable intervals. No material discrepancies were noticed on physical verification of stocks as compared to book records.

iii. The Company has granted loans to four companies (subsidiaries) covered in the Register maintained under Section 189 of the Act, 2013.

(a) As per information and explanation provided to us, the rate of interest and other terms and conditions on which the loans granted by the Company to the bodies corporate listed in the register maintained under section 189 of the Act were not , prima facie, prejudicial to the interest of the company.

(b) As per information and explanation provided to us, in the case of loans granted by the company to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of principal and interest as stipulated wherever applicable.

(c) As per the information given by the management, there are no overdue amounts for more than ninety days in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees, and securities.

v. According to the information and explanations provided by the company, The Company has not accepted deposits from the public. Hence, the question of compliance with the directives issued by Reserve Bank of India and provision of sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 does not arise. No order has been passed by the National Company Law Tribunal or Company Law Board or RBI in this regard.

vi. The Company has appointed a cost accountant firm to carry out the Cost Audit. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2014 prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete

vii. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other material statutory dues except occasional/ minor delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2016 is for a period exceeding six months from the date of it becoming payable is NIL.

(b) Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2016 is as per Annexure I.

viii. The company has not defaulted in repayment of loans or borrowing to a financial institution, banks, or Government. The Company has not obtained any borrowings by way of issue of debentures.

ix. According to the information and explanation provided to us, the company did not raise any money by way of initial public offering or further public offer (including debt instruments). The company has taken term loans which have been utilized for the purpose for which such loans were obtained.

x. During the course of our examination of 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 material fraud by the company or on the company by its officers or employees, noticed or reported during the year, nor we have been informed of any such case by the management.

xi. According to the information and explanations given 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 requisites approvals mandated by the provisions 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.

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 sections 177 and 188 of the Act wherever applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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 non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure I to Clause vii(b) of Auditor’s Report

Details of disputed statutory dues outstanding as on 31st March, 2016

Nature of Dues

Period to which payment relates

Forum where the dispute is pending

Particulars of Dispute

Tax Outstanding Rs.

Sales Tax (Kanpur)

1994 - 1995

Assessing Authority, (DC) - Asst. (5) - Commercial Tax Department, Kanpur

Applicability of C Form on interstate sale of poultry products

93,173

Sales Tax (Kanpur)

1985-1986

Tribunal

Classification of goods

1,75,000

Total

2,68,173

Income Tax

2006-07

Income Tax Appellate Tribunal

Disallowance of Notional Interest on Advances given

4,41,660

Income Tax

2008-09

Commissioner of Income Tax (Appeals) XXII , Mumbai

Dissallowance of deduction u/s 35D.

30,40,640

Income Tax

2009-10

Commissioner of Income Tax (Appeals) XXII, Mumbai

Dissallowance of deduction u/s 35D.

25,92,730

Income Tax

2010-11

Commissioner of Income Tax (Appeals) XXI, Mumbai

Dissallowance of deduction u/s 35D.

26,98,410

Income Tax

2012-13

Dispute Resolution Panel - I, Mumbai

(1) Transfer Pricing adjustment

(2) Disallowance of deduction u/s 35D

(3) Disallowance u/s 2(24)(x) r.w.s 36(1) (va) and

(4) Disallowance u/s 14A r.w.r 8D.

1,61,83,543

Total

2,49,56,983

Central Excise & Customs

2011-12 & 2012-13

Central Excise & Service Tax Appealete Tribunal (CESTAT)

Classification of Goods Imported

29,91,582

Central Excise & Customs

March 2011 to October 2012

Central Excise & Service Tax Appealete Tribunal (CESTAT)

Classification of Goods Manufactured

3,81,04,558 3,81,04,558 (Penalty)

Total

7,92,00,698

For Kirti D Shah & Associates

Chartered Accountants

Firm Registration No. 115133W

Kirti D. Shah

Proprietor

Membership No. 32371

Place : Mumbai

Date : 30th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of ARIES AGRO LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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.

Auditors' 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 there under.

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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes 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 [and proper returns adequate for the purposes of our audit have been received from the branches not visited by us].

(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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

(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 on its financial position in its financial statements as referred to in the notes to accounts of theses 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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 st March 2015, we report that: i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. These fixed assets were physically verified by the management at reasonable intervals. We have been informed that no material discrepancies were noticed on such physical verification.

ii. a. The stock of inventory has been physically verified during the period by the management at reasonable intervals.

b. In our opinion, 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 has maintained proper records of inventories. No material discrepancies were noticed on physical verification of stocks as compared to book records.

iii. a. The Company has granted loans to five companies (subsidiaries) covered in the Register maintained under Section 189 of the Act, 2013.

b. As per information and explanation provided to us, the loans granted by the Company to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in payment of interest as stipulated wherever applicable. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, this paragraph of the Order is not applicable to the company in respect of repayment of the principal amount.

c. As per the information given by the management, There are no overdue amounts of more than rupees One Lac in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an 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. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

v. According to the information and explanations provided by the company, The Company has not accepted deposits from the public. Hence, the question of compliance with the directives issued by Reserve Bank of India and provision of sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)Rules, 2014 does not arise. No order has been passed by the National Company Law Tribunal or Company Law Board or RBI in this regard.

vi. The Company has appointed a cost accountant firm to carry out the Cost Audit. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2014 prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax.Cess and any other material statutory dues except occasional/ minor delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2015 is for a period exceeding six month's from the date of it becoming payable is NIL.

b. Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2015 is as per Annexure I.

c. According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii. The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses in the financial period under audit and in the financial period immediately preceding such financial period.

ix. The company has not defaulted in repayment of dues to a financial institution or banks. The Company has not obtained any borrowings by way of issue of debentures.

x. According to the information and explanation provided to us, in respect of guarantees given / security offered by the Company in respect of facilities / loans granted to Subsidiaries of the Company, the terms and conditions of such loans / facilities are prima facie not prejudicial to the interest of the Company.

xi. The company has taken term loans which have been utilized for the purpose for which such loans were obtained.

xii. During the course of our examination of 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 material fraud on or by the company, noticed or reported during the year, nor we have been informed of any such case by the management.

For Kirti D. Shah & Associates

Chartered Accountants

Firm Registration No. 115133W



Kirti D. Shah

Proprietor

Membership No. 032371

Place : Mumbai

Date : 28th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ARIES AGRO LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 Standards notified under 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 and in accordance with the accounting principles generally accepted in India. 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 Company''s internal control. An audit also includes evaluating the appropriateness of the 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:

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

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement 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 the information and explanations which to the best of our knowledge and belief were necessary for the purposes 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under 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.

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

ANNEXURE TO THE AUDITORS'' REPORT

(This is the Annexure referred to in our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

b. These fixed assets were physically verified by the management during the period. We have been informed that no material discrepancies were noticed on such physical verification.

c. In our opinion and according to the information and explanation given to us, a substantial part of fixed assets have not been disposed off during the period, which will affect its status as going concern.

ii. a. The stock of inventory has been physically verified during the period by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b. In our opinion, 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 has maintained proper records of inventories. No material discrepancies were noticed on physical verification of stocks as compared to book records.

iii. a. The Company has given loans to four parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the period ended 31/03/2014 is Rs. 242,998,234/- (Previous Year Rs. 390,504,246/-) and closing balance as on 31/03/2014 is Rs. 184,184,336/- (Previous Year Rs. 251,559,188/-)

b. As per information and explanation provided to us, the loans granted by the Company except the loan granted to Golden Harvest Middle East FZC mentioned in clause ''a'' above, are interest free and receipt of principal amount are also regular. However other terms and conditions on which such loans and advances given to Companies, Firms or Other Parties listed in the Register maintained under section 301 are not, prima facie, prejudicial to the interest of the Company.

c. As per the information given by the management, in case of overdue amount more than Rs. 1.00 lac, the reasonable steps have been taken by the company for recovery of the principal and Interest.

d. The company has taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 31,439,090/- (Previous Year Rs. 10,500,000/-) and closing balance as on 31/03/2014 is Rs. 27,654,556/- (Previous Year Rs. NIL)

e. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable.

iv. In our opinion, there is an 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. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

v. a. According to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. The transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

vi. The Company has not accepted deposits from the public. Therefore, the provisions of clause (vi) of paragraph 4 of the order are not applicable to the company.

vii. The company has appointed a firm of Chartered Accountants for carrying out the internal audit, whose scope of work, according to our information, is commensurate with the size of the Company and nature of its business.

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The Company has appointed a cost accountant firm to carry out the Cost Audit.

ix. a. The company is generally regular in depositing statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except occasional delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2014 is for a period exceeding six months from the date of it becoming payable is NIL.

b. Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2014 is as per Annexure I.

x. The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses in the financial period under audit and in the financial period immediately preceding such financial period.

xi. The company has not defaulted in repayment of dues to a financial institution or banks. The Company has not obtained any borrowings by way of issue of debentures.

xii. According to the records of the company, 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. The company is not a chit fund, Nidhi or mutual benefit fund/ society. Therefore, the clause (xiii) of paragraph 4 of the order are not applicable to the Company.

xiv. The company is not dealing or trading in shares, securities, debentures and other investments. The shares held by the Company have been held by the Company in its own name.

xv. According to the information and explanation provided to us, in respect of guarantees given / security offered by the Company in respect of facilities / loans granted to Subsidiaries of the Company, the terms and conditions of such loans / facilities are prima facie not prejudicial to the interest of the Company.

xvi. The company has taken term loans which has been utilized for the purpose for which such loans were obtained.

xvii. The funds raised on short-term basis have not been used for long term investment and vice versa.

xviii. According to the records of the Company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The Company has not issued any debentures hence the clause XIX of the said order is not applicable to the company.

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

xxi. During the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the period under report.

ANNEXURE I TO AUDITORS REPORT (CLAUSE ix-b)

DETAILS OF DISPUTED STATUTORY DUES OUTSTANDING AS ON 31st MARCH, 2014

Nature of Dues Period to which Forum where the dispute payment relates is pending

Sales Tax 1994- 1995 Assessing Authority,(DC)-Asst.(5)- (Kanpur) Commercial Tax Department, Kanpur

Sales Tax 1985-1986 Tribunal (Kanpur)

Income Tax 2005-06 Income Tax Appellate Tribunal Income Tax 2008-09 Income Tax Officer (TDS) 1 (2)

Income Tax 2009-10 Deputy Commissioner of Income Tax- TDS Circle Mumbai

Nature of Dues Particulars of Dispute Tax Outstanding Rs.

Sales Tax Applicability of C Form on interstate 93,173 (Kanpur) sale of poultry products

Sales Tax Classification of goods 175,000 (Kanpur)

Total 268,173

Income Tax Disallowance of Notional lnterest on 441,660 Advances given

Income Tax TDS other than Salary - Short 3,442,040 deducted / paid and Interest thereon. Order U/s 201(1) / 201 (1A)

Income Tax TDS on Salary-Short deducted/ 1,572,330 paid and Interest thereon. Order U/s 201(1) / 201(1A)

Total 5,456,030

Claims against the Company not acknowledged as Debts

Period to Forum where the Particulars of Dispute Amount which dispute is pending Disputed payment Rs. relates

FY 2000-01 City Civil Court, M/s Amrut Chicks Pvt. 1,700,000 Ahmednagar Ltd. - Quality Issue

FY 2007-08 City Civil Court, M/s Vinita Chemipharma 246,000 Jalgaon Corporation - Quality Issue

FY 2006-07 Consumer Redressal Mr. Kamlesh Kumar - 35,000 Forum, Lucknow (UP) Quality Issue

FY 2010-11 State Consumer Mr.K.Srinivasa Rao- 310,257 Disputes Redressal Quality Issue Includes Commission Hyderabad 232,500 plus (Andhra Pradesh interest @ 9% State) (74,757) from 04.09.2010 till 31.03.2014 and Costs of Rs. 3,000

FY 2013-14 City Civil Court, Nanji D.Patel-Claim 697,203 Mumbai for Supplies of Stationery

Total 2,988,460

For Kirti D Shah & Associates Chartered Accountants Firm Registration No. 115133W

Kirti D. Shah Place: Mumbai Proprietor Date: 30th May, 2014 Membership No. 32371


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of ARIES AGRO LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial 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 fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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 31st March, 2013;

(b) in the case of the Statement of Profi t and Loss, of the profi t of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fl ows of the Company 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") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specifi ed 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 purposes 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 Profi t 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 Profi t and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the director is disqualifi ed as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fi xed assets.

b. These fi xed assets were physically verifi ed by the management during the period. We have been informed that no material discrepancies were noticed on such physical verifi cation.

c. In our opinion and according to the information and explanation given to us, a substantial part of fi xed assets have not been disposed off during the period, which will affect its status as going concern.

ii. a. The stock of inventory has been physically verifi ed during the period by the management at reasonable intervals.

b. In our opinion, the procedures of physical verifi cation 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. No material discrepancies were noticed on physical verifi cation of stocks as compared to book records and hence the question of whether the same have been properly dealt with the books of accounts does not arise.

iii. a. The Company has granted loans to six parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the period ended 31/03/2013 is Rs. 390,504,246/- ( Previous Year Rs. 360,699,354/- ) and closing balance as on 31/03/2013 is Rs. 251,559,188/- ( Previous Year Rs. 261,499,704/-)

b. As per information and explanation provided to us, the loans granted by the Company except the loan granted to Golden Harvest Middle East FZC mentioned in clause ''a'' above, are interest free and receipt of principal amount are also regular. However other terms and conditions on which such loans and advances given to Companies, Firms or Other Parties listed in the Register maintained under section 301 are not, prima facie, prejudicial to the interest of the Company.

c. As per the information given by the management, in case of overdue amount more than Rs.1.00 lakh, the reasonable steps have been taken by the company for recovery of the principal and Interest.

d. The company has taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 10,500,000/- (Previous Year Rs. 23,500,000/-) and closing balance as on1/03/2013 is Rs. NIL (Previous Year Rs. NIL)

e. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable.

iv. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fi xed assets and for the sale of goods. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

v. a. According to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the Register maintained under section 301 have been so entered.

b. The transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public. Hence, the question of complying the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, does not arise.

vii. The company has appointed a fi rm of Chartered Accountants for carrying out the internal audit, whose scope of work, according to our information, is commensurate with the size of the Company 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 the cost records under section 209 (1) (d) of the Act and are of the opinion that records have been made and maintained by the company. We have not, however made a detailed examination of the same. The Company has appointed a cost accountant fi rm to carry out the Cost Audit.

ix. a. The company is generally regular in depositing statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except occasional delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2013 is NIL.

b. Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2013 is as per Annexure I.

x. The company has no accumulated losses. The company has not incurred cash losses in the fi nancial period under report and in the fi nancial period immediately preceding such fi nancial period.

xi. The company has not defaulted in repayment of dues to a fi nancial institution or banks. The Company has not obtained any borrowings by way of debenture.

xii. According to the records of the company, 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. The company is not a chit fund, Nidhi or mutual benefi t fund/ society.

xiv. The company is not dealing or trading in shares, securities, debentures and other investments. The shares held by the Company have been held by the Company in its own name.

xv. According to the information and explanation provided to us, in respect of guarantees given / security offered by the Company in respect of facilities / loans granted to Subsidiaries of the Company, the terms and conditions of such loans / facilities are prima facie not prejudicial to the interest of the Company.

xvi. The company has taken term loans which has been utilized for the purpose for which such loans were obtained.

xvii. The funds raised on short-term basis have not been used for long term investment and vice versa.

xviii. According to the records of the Company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The Company has not issued any debentures hence the clause XIX of the said order is not applicable to the company.

xx. The Company has not raised any Capital during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verifi ed by us or not does not arise.

xxi. During the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the period under report.

For Kirti D. Shah & Associates

Chartered Accountants

Firm Registration No. 115133W

Kirti D. Shah

Place : MUMBAI Proprietor

Date : 30th May, 2013 Membership No. 032371


Mar 31, 2011

I. We have audited the attached Balance sheet of ARIES AGRO LIMITED, as at 31st March, 2011 and also the annexed profit & Loss Account and Cash Flow Statement of the Company for the period ended on that date. The preparation of fnancial statements is the responsibility of company management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

ii. 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 fnancial statements are free of material misstatement. An audit includes

(a) examining, on a test basis, evidence to support the fnancial statement amounts and disclosures in the fnancial statement

(b) assessing the accounting principles used in the preparation of fnancial statements

(c) assessing significant estimates made by the management in the preparation of the fnancial statements and

(d) evaluating overall fnancial statement presentation.

We believe that our audit provides a reasonable basis for our opinion

iii. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph (3) 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 purposes of our audit;

b. In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of the books of the Company;

c. The Balance Sheet and the profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts of the Company

d. In our opinion, the Balance Sheet and profit & Loss Account and Cash Flow Statement dealt with by, this report comply with all material respects with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as under:.

Non Provision of Leave Encashment – as per Accounting Standard 15 (See note 4 to Notes to Accounts)

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualifed from being appointed as director u/s 274(l)(g) of Companies Act, 1956;

f. The company is not a sick company within the meaning of section 3(1) (o) of the SICA Act, 1985. Hence there is no question of payment of cess as required under section 441 A of Companies Act;

g. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the profit & Loss Account and Cash Flow Statement, together with 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 principles generally accepted in India

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

ii. in the case of the profit and Loss Account, of the profit of the Company for the period ended on that date.

iii. in the case of the Cash Flow Statement, of the cash fows for the period ended on that date.

ANNEXURE TO THE AUDITORS' REPORT (This is the Annexure referred to in our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

b. These fixed assets were physically verifed by the management during the period. We have been informed that no material discrepancies were noticed on such physical verifcation.

c. In our opinion and according to the information and explanation given to us, a substantial part of fixed assets have not been disposed off during the period, which will affect its status as going concern.

ii. a. The stock of inventory has been physically verifed during the period by the management at reasonable intervals.

b. In our opinion, the procedures of physical verifcation 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. No material discrepancies were noticed on physical verifcation of stocks as compared to book records and hence the question of whether the same have been properly dealt with the books of accounts does not arise.

iii. a. The Company has granted loans to seven parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the period ended 31/03/2011 is Rs 310,935,683/- (Previous Year Rs 45,609,594/-) and closing balance as on 31/03/2011 is Rs 274,974,530/- (Previous Year Rs 45,012,584/-)

b. As per information and explanation provided to us, the loans granted by the Company except the loan granted to Golden Harvest Middle East FZC mentioned in clause ‘a' above, are interest free and receipt of principal amount are also regular. However other terms and conditions on which such loans and advances given to Companies, Firms or Other Parties listed in the Register maintained under section 301 are not, prima facie, prejudicial to the interest of the Company.

c. As per the information given by the management, in case of overdue amount more than Rs 1.00 lakh, the reasonable steps have been taken by the company for recovery of the principal and Interest.

d. The company has taken loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 28,000,000/- (Previous Year Rs 10,200,000/-) and closing balance as on 31/03/2011 is Rs NIL/- (Previous Year Rs NIL)

e. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable.

iv. In our opinion, there is an 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. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

v. a. According to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the Register maintained under section 301 have been so entered.

b. The transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public. Hence, the question of complying the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, does not arise.

vii. The company has appointed a frm of Chartered Accountants for carrying out the internal audit, whose scope of work, according to our information, is commensurate with the size of the Company 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 the cost records under section 209 (1) (d) of the act and are of the opinion that Prima facie the prescribed accounts and records have been made and maintained by the company. We have not, however made a detailed examination of the same. The Company has appointed a cost accountant frm to carry out the Cost Audit.

ix. a. The company is generally regular in depositing statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except on occasional delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2011 is NIL.

b. Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2011 is as per Annexure I.

x. The company has no accumulated losses. The company has not incurred cash losses in the fnancial period under report and in the fnancial period immediately preceding such fnancial period.

xi. The company has not defaulted in repayment of dues to a fnancial institution or bank. The Company has not obtained any borrowings by way of debenture.

xii. According to the records of the company, 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. The company is not a chit fund, Nidhi or mutual benefit fund/ society.

xiv. The company is not dealing or trading in shares, securities, debentures and other investments. The shares held by the Company have been held by the Company in its own name.

xv. According to the information and explanation provided to us, in respect of guarantees given / security offered by the Company in respect of facilities / loans granted to Subsidiaries / Farmer customers of the Company, the terms and conditions of such loans / facilities are prima facie not prejudicial to the interest of the Company.

xvi. The company has taken a term loan which has been utilized for the purpose for which such loans were obtained.

xvii. The funds raised on short-term basis have not been used for long term investment and vice versa.

xviii. According to the records of the Company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The Company has not issued any debentures hence the clause XIX of the said order is not applicable to the company.

xx. The Company has not raised any Capital during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verifed by us or not does not arise.

xxi. During the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the period under report.

For Kirti D Shah & Associates

Firm Registration No. 115133W

Chartered Accountants

Kirti D. Shah

Place: Mumbai Proprietor

Date: 10th August, 2011 Membership No. 32371

Annexure I to Auditors Report (Clause IX-b)

Details of disputed statutory dues outstanding as on 31st March, 2011

Nature of Dues Period to which Forum where the dispute is payment relates pending

Sales Tax 1994 – 1995 Assessing Authority, (DC) – Asst. (5) - (Kanpur) Commercial Tax Department, Kanpur

Sales Tax 1985-1986 Tribunal (Kanpur)

Sales Tax 2009-10 Joint Commissioner Appeal-3, (Lucknow) Commercial Tax Department, Lucknow

Income Tax 2005-06 Income Tax Appellate Tribunal

Income Tax 2008-09 Income Tax officer (TDS) 1 (2)

Income Tax 2009-10 Deputy Commissioner of Income Tax – TDS Circle Mumbai

Natue of dues Particulars of Dispute Tax Outstanding Rs

Sales Tax Applicability of C Form on 93,173 (Kanpur) interstate sale of poultry products

Sales Tax Classifcation of goods 175,000 (Kanpur)

Sales Tax Levy of Penalty 244,000 (Lucknow) Total 512,173

Income Tax Disallowance of Notional 441,660 Interest on Advances given

Income Tax TDS other than Salary - Short 3,442,040 deducted / paid and Interest thereon. Order U/s 201(1) / 201 (1A)

Income Tax TDS on Salary - Short deducted 1,572,330 / paid and Interest thereon. Order U/s 201(1) / 201(1A)

Total 5,456,030

Claims against the Company not acknowledged as Debts

Period to which Forum where the dispute is Particulars of Dispute Amount payment relates pending Disputed Rs

F Y 2000-01 City Civil Court, Ahmednagar M/s Amrut Chicks Pvt. Ltd. – Quality Issue 1,700,000/-

F Y 1994-95 City Civil Court, Ahmedabad M/s United Chemicals Industries 108,857/-

F Y 2007-08 City Civil Court, Jalgaon M/s Vinita Chemipharma Corporation - Quality 246,000/- Issue

F Y 2006-07 Consumer Redressal Forum, Mr. Kamlesh Kumar – Quality Issue 35,000/- Lucknow (UP)

F Y 2010-11 District Consumer Forum, Mr. K. Srinivasa Rao – Quality Issue 591,750/- Nizamabad (AP)

Total 2,681,685

For Kirti D Shah & Associates Firm Registration No. 115133W

Chartered Accountants

Kirti D. Shah

Place: Mumbai Proprietor

Date: 10th August, 2011 Membership No. 32371


Mar 31, 2010

I. We have audited the attached Balance sheet of ARIES AGRO LIMITED, as at 31st March, 2010 and also the annexed Profit & Loss Account and Cash Flow Statement of the Company for the period ended on that date annexed thereto. The preparation of financial statements is responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

ii. 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

(a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statement

(b) assessing the accounting principles used in the preparation of financial statements

(c) assessing significant estimates made by the management in the preparation of the financial statements and

(d) evaluating overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

iii. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to in paragraph (3) 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 purposes of our audit;

b. In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of the books of the Company;

c. The Balance Sheet and the Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts of the Company

d. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by, this report comply with all material respects with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except as under:.

Non Provision of Leave Encashment – as per Accounting Standard 15 (See note 4 to Notes to Accounts)

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director u/s 274(l)(g) of Companies Act, 1956;

f. The company is not a sick company within the meaning of section 3(1) (o) of the SICA Act, 1985. Hence there is no question of payment of cess as required under section 441 A of Companies Act;

g. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account and Cash Flow Statement, together with 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 principles generally accepted in India

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

ii. in the case of the Profit and Loss Account, of the profit of the Company for the period ended on that date.

iii. in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

Annaxere to AUDITORS REPORT (This is the Annexure referred to in our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

b. These fixed assets were physically verified by the management during the period. We have been informed that no material discrepancies were noticed on such physical verification.

c. Substantial parts of fixed assets have not been disposed off during the period, which will affect its status as going concern.

ii. a. The stock of inventory has been physically verified during the period by the management at reasonable intervals.

b. In our opinion, 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. No discrepancies were noticed on physical verification of stocks as compared to book records and hence the question of whether the same have been properly dealt with the books of accounts does not arise.

iii. a. The company has taken loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 10,200,000/- (Previous Year Rs. 1,700,000/-) and closing balance as on 31/03/ 2010 is Rs. NIL/- (Previous Year Rs. 1,700,000/-)

b. The Company has given interest free advances to five parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the period ended 31/03/2010 is Rs. 45,609,594/- (Previous Year Rs. 19,468,816/- ) and closing balance as on 31/03/2010 is Rs. 45,012,584/- (Previous Year Rs.19,363,643/-)

c. The Company has given loan to its subsidiary Golden Harvest Middle East FZC. The maximum balance outstanding during the period ended 31/03/10 is Rs. 267,847,108/- ( Previous Year Rs. 267,847,108/- ) and closing balance as on 31/03/10 is Rs. 236,051,682/- ( Previous Year Rs. 267,847,108/- ). For this purpose the company has taken loan from ICICI Bahrain. The interest paid on loan is recovered from said Subsidiary.

d. As per information and explanation provided to us, the loans granted by the Company except the loan granted to Golden Harvest Middle East FZC mentioned in clause ‘c’ above, are interest free. However other terms and conditions on which such loans and advances given to Companies, Firms or Other Parties listed in the Register maintained under section 301 are not, prima facie, prejudicial to the interest of the Company.

e. The Company is regular in repaying the principal amounts as stipulated and has been regular in

the payment of interest wherever applicable

f. As per the information given by the management, in case of overdue amount more than Rs.1.00 lakhs, the reasonable steps have been taken by the company for recovery of the principal and Interest.

iv. In our opinion, there is an 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. In our opinion, there is no continuing failure to correct major weaknesses in internal control.

v. a. According to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the Register maintained under section 301 have been so entered.

b. The transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 and exceeding value of Rupees Five Lakhs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public. Hence, the question of complying the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, does not arise.

vii. The company has appointed a firm of Chartered Accountants for carrying out the internal audit, whose scope of work, according to our information, is

commensurate with the size of the Company 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 the cost records under section 209 (1) (d) of the act and are of the opinion that Prima facie the prescribed accounts and records have been made and maintained by the company. We have not, however made a detailed examination of the same. The Company has appointed a cost accountant to carry out the Cost Audit.

ix. a. The company is generally regular in depositing statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues except some occasional delays. As per the information given by the management and apparent from the records the undisputed liabilities as on 31st March 2010 was Rs. NIL

b. Details of disputed liability in respect of tax dues on account of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess together with the status and the Forum before which such dispute is pending as on 31st March 2010 is as per Annexure 1 attached to and forming part of this report.

x. The company has no accumulated losses. The company has not incurred cash losses in the financial period under report and in the financial period immediately preceding such financial period.

xi. The company has not defaulted in repayment of dues to a financial institution or bank. The Company has not obtained any borrowings by way of debenture.

xii. According to the records of the company, 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. The company is not a chit fund, Nidhi or mutual benefit fund/society.

xiv. The company is not dealing or trading in shares, securities, debentures and other investments. The shares held by the Company have been held by the Company in its own name.

xv. The company has not given any guarantee for loans taken by others from Banks or financial institutions.

xvi. The company has taken a term loan which has been utilized for the purpose for which such loans were obtained.

xvii. The funds raised on short-term basis have not been used for long term investment and vice versa.

xviii. According to the records of the Company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The Company has not issued any debentures hence the clause XIX of the said order is not applicable to the company.

xx. The Company has not raised any Capital during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verified by us or not does not arise.

xxi. During the checks carried out by us, any fraud on or by the Company has not been noticed or reported during the period under report.

Details of disputed statutory dues outstanding as on 31st March, 2010

Nature of Dues Period to Forum where the which dispute is pending payment relates

Sales Tax 1994-1995 Honble Trade Tax Tribunal, (Kanpur) (U.P.)

Sales Tax 1985-1986 Tribunal ( Kanpur)

Vat (Maharashtra) 2006-2007 DC of Sales Tax Appeal-3, Mumbai

Sales Tax (Lucknow) 2009-2010 Joint Commissioner Appeal-3, Commercial Tax Department, Lucknow

Income Tax 2005-2006 Income Tax Appellate Tribunal

Nature of Dues Particulars of Dispute Tax Outstanding Sales Tax (Kanpur) (U.P.) Applicability of C Form on 93,173 interstate sale of poultry products

Sales Tax Classification of goods 175,000 (Kanpur)

Vat Levy of Penalty 538,920 (Maharashtra)

Sales Tax Levy of Penalty 244,000 (Lucknow)

Disallowance of Notional 2,223,927 Income Tax Interest on Advances given



For Kirti D Shah & Associates Chartered Accountants

Kirti D. Shah Proprietor Membership No. 32371

Place: Mumbai Date: 21st July, 2010