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Auditor Report of Camson Bio Technologies Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

We were engaged to audit the accompanying standalone financial statements of CAMSON BIO TECH NEOLOGIES LIMITED (“ the Company"), which comprise the Balance Sheet as at March 31,2016 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 in formation.

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 e financial statements that give a true and fair view of the financial poison, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act as applicable.

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 for ensuring 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 financial statements based on conducting our audit in accordance with the Standards on Auditing under Section 143( 10) of the Act.

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 die Rules made there under and the Order under section 143 (I I) of the Act.

Because of the matter described in the Basis for Disclaimer of Opinion paragraph, we were not able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion.

Basis of Disclaimer of Opinion:

As explained in Note 28.8 of the financial statements, the Company has received communication from shareholders alleging certain issues relating to financial matters of the Company and have requested to conduct a forensic audit. The Company has replied to the said shareholder requesting specific faces and scope/areas for the forensic audit. The Company''s Board of Directors has proposed So carry out a forensic audit by appointing an independent committee/legal counsel to decide the scope and areas of forensic audit, The Company is of the view that material adjustments or disclosures, d any. arising out. Of the forensic audit would he considered alter conclusion of the forensic audit and the Management is not estimated the impact of any adjustment that may arise to the amounts and disclosures in the financial statements.

As a result of these matters, we have not been able to obtain sufficient appropriate audit evidence to state whether any adjustments or disclosure would be required to the information included in the financial statement and the impact thereof.

Disclaimer of opinion:

Because of the significance of the matters described in the Basis of Disclaimer of Opinion paragraph, we do not have a basis to form an opinion on the financial statements. Accordingly, we do not express an opinion on the financial statements.

Report on Other Legal and Regulatory Requirements

  1. As required by Section I43 (3) we report that:

(a) As described in the basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(e) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion Paragraph, we are unable to slate whether the Balance Sheet, the Statement of Profit and Loss anti the Cash Flow Statement dealt with by (his Report arc in agreement with the books of account.

(d) Due to the possible effect of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act as applicable;

(e) the matter described in the Basis for Disclaimer of Opinion paragraph above, may have an adverse effect on the functioning of the Company,

(f) On the basis of written representations received from the directors as on March 31, 2016and takers oh record by the Board of Directors, none of the directors are disqualified as on March 31, 2016. from being appointed as a director in terms of Sections 164 (2) of the Act.

(g) with respect to the adequacy of the integral financial controls over financial reporting and the operating effectiveness of the control refer to our report in “annexure a” which is based on the auditors reports of the holding company subsidiary companies and jointly controlled companies incorporated in India.

Our report expresses a disclaimer of opinion on the holding company’s internal financial controls over financial reporting .however the auditors of subsidiaries and jointly controlled entity express an unmodified opinion on the adequacy of integral financial controls over financial reporting effectiveness of such controls.

(h) 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 in "Annexure A". Out report expresses a disclaimer of opinion on the Company''s internal financial controls over financial reporting.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 1 I 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). due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its financial statement ;

ii. due to possible effects of the manner described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, ii’ any, on long-term contrasts 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.

2. As required by the Companies Auditor''s Report) Order, 2016 (“the Order") issued by the Central Government in terms of Section 143 (11)of the Act, we give in ''Annexure of a statement on the matters specified in paragraphs 3 and of the Order, read with paragraph 4, ''Basis of Disclaimers of opinion''.

Report. on the internal financial Controls Over financial Reporting tinder Clause (1) of'' Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act''-) "

We were engaged to audit'' the internal financial controls over financials reporting of ("AMSON BIO TECHNOLOGIES LIMITED ("the Company") as of March 31. 2016 in conjunction with out audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for internal Financial the Company s

The Company’s Management is responsible for establishing and maintaining internal I financial controls based on the internal control over financial reporting criteria established by the (''company considering the essential components of internal control stated in the Guidance Note on Audit of internal financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India. ] hose responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on die Company’s internal financial controls over financial based on our audit. We conducted our audit accordance with the Guidance Note on Audit of Internal financial Controls Over financial Reporting the “Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Audit in to prescribed under Section 143 (10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls.

Because of the matter described in the Basis of Disclaimer of opinion paragraph below, we were not able to obtain appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over the financial reporting of the Company.

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the radon of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of ''financial statement in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with management and directors of the company; and (3) provide, reasonable assurance regarding prevention or timely detection acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Basis of Disclaimer of opinion;

As explained in Note 28.8 of the financial statements, the Company has received communication from shareholders alleging certain issues relating to financial matters of the Company and have requested to conduct a forensic audit. The Company has replied to the said shareholder requesting specific facts and scope/areas for Use forensic audit. The Company''s Board of Directors has proposed to carry out a forensic audit by appointing an independent committee legal counsel. As stated in the aforesaid Note, the Company is of the view that material adjustments or disclosures, if any, arising out of the forensic audit would be considered after conclusion of the audit and the Management has not estimated the impact of any adjustment that may any to the amounts and disclosures in the financial statements.

Consequently, we are unable to ascertain the impact, if any, on the outcome of such forensic audit on the adequacy and operating effectiveness of the internal controls of the Company.

As a result of these matters, we have not been able to obtain sufficient appropriate audit evidence in relation to Internal Financial Controls over Financial Reporting and consequently we are unable to determine whether the Company has established adequate internal financial controls over financial reporting and also whether such internal Financial controls were operating effectively as at March 31, 2016.

Disclaimer of Opinion:

Because of the significance of the matters described in the Basis of Disclaimer of Opinion paragraph, we do not have a basis to form an opinion on the internal financial controls over financial reporting. Accordingly, we do not express an opinion on the same.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31,2016 and the said disclaimer has affected our opinion on the said standalone financial statements of the company and we have issued a Disclaimer of opinion on the standalone financials statements of the company

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programmers of verification which., in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us. no material discrepancies were noticed on such verification. Also refer paragraph on ''Basis of Opinion’ and ’Disclaimer of Opinion'' of our repot of even date.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the leave and license agreement, registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of and buildings, are held in the name of the Company as at the balance sheet date.

Immovable properties of and buildings whose title deeds have been mortgaged and pled tied, as security for term loans and cash credit facility, guarantees etc., are held in the name of the Company based on the confirmations directly received by us from lenders, in respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. Material discrepancies noticed on physical verification during the year have been properly dealt with in the books of account.

(in) According to the information and explanations given to us. the Company has granted unsecured loans, to companies or other parties covered in the register maintained under section 1 89 of the Companies Act, 2013. in respect of which:

(a) The terms and conditions of the gram of such loans are, in our opinion, prime prejudicial to the Company''s interest.

(b) The schedule, of repayment of principal and payment of interest lies been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

Also refer paragraph on ‘Basis of Opinion'' and ''Disclaimer of Opinion of our report of even date.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections I 85 and 186 of the Companies Act, 2013 in respect of gram of loans, making investments and providing guarantees and securities, as applicable. Also refer paragraph on ‘Basis ''Opinion'' and ''Disclaimer of Opinion'' of our repot of even date.

v) According to the information and explanations given to us, the Company has not accepted any deposits during the year. The Company does not have any unclaimed deposits and hence compliance with die provisions of Section 73 to 76 or any other relevant provisions of the Companies Act. 2013 is not: applicable.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the companies Act. 2011. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and .Audit) Rules. 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 and are of the opinion that, prima face, the prescribed cost records have been made and maintained We have, however, not made a detailed examination of the cost records with a view del ermine whether they are accurate or complete. Also refer paragraph on ''Basis of Opinion'' and ''Disclaimer of Opinion'' of report of even date.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance.. Income-tax, Sales Tax. Service Tax, Value Added Tax, Customs Duly, Excise Duty, cress and of her material statutory dues applicable to it to the appropriate authorities

(b) There are undisputed amounts payable in respect of Provident Fund. , Employees'' State insurance, Income-tax, Sales Tax, Service ''Fax, Customs Duty, Excise Duty, Value Added Tax. cases and other material statutory dues in arrears as at March 31. 2016 for a period of more than six months from the date they became payable.

Name of Statute

Nature

of Dues

Am omit

(Rs.)

Period to

which the Amount Relates

Due Date

Date of subsequent pay metes

Income tax Act, 1961

Income

Tax

Rs.22,817,784

AY-2012-1 3

26-04-2015

Not paid yet

(c) There are no dues of income-tax, Sales Tax, Service fax, Customs Duty, Excise Duty and Value Added tax as on March 31,2016 on account of disputes.

(vii) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of'' loans or borrowings to banks and financial institutions, except. as under:

Particulars

Amount of default of repayment (Rs)

Period of default

Principal

interest

Dues to Banks:

HDFC Bank limited

4,214.850

3,16 l,1 00

2,107,500

23,526.847

214,8500

161,1 00

107,500

1,200,065

6-07-2015 to 3 1 – 03-2016

24-06-2015 to 31-03-2016

24-06-2015 to 3 1 -03-2016

25-05-2015 to 31-03-2016

The Company leas not issued any debentures.

(ix) in our opinion and according to the information and explanations given in us. the company has not raised any money through initial public offer or further public offer and the term loans have been applied by the company during the year for the purposes for which they were raised or as per purposes revised with appropriate approvals, other than temporary deployment pending application of proceeds.

(x) To the best of our knowledge and according to the information and explanations given to us, there is no fraud by the Company, further and amount of Rs. 1 3,72, 1 34/- relating to certain personal expenses claimed by one of the employees of the Company, for which the company has taken necessary steps for recovery.

As explained in Note 28.8 of the financial statements, the company has received communication from shareholders alleging certain issues relating to financial matters of the Company committed by employees and officers of the Company and have requested to conduct a forensic audit. The Company has replied to the said shareholder requesting specific facts and scope/areas for the forensic audit The Company''s Board of Directors has proposed to carry out a forensic audit by appointing an independent counsel to decide I lie scope and audit The Company is of the view that material adjustments or disclosures, if any, arising out of the forensic audit would be considered after conclusion of the forensic audit and the Management has not estimated the of any adjustment that may arise to the amounts and disclosures in the financial statements.

Pending the outcome of the forensic audit, we are unable to comment whet her any fraud may have occurred

(xi) In our opinion and according to the information and explanations given to us, site Company has paid '' provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 201 3.

(xii) The Company is not a Nidhi Company arid hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to die information and given to us Company is in compliance with Section I 88 and 177 of the Companies Act 2013,. where applicable, for all transactions with the related parties and the details of pasty have been disclosed in die financial statements etc. as required by die applicable accounting standards. Also refer paragraph on ’Basis of Opinionand ’Disclaimer of Opinion of our report of even date.

(xix) During the year the Company has not made any preferential allotment placemen), of shares or partly convertible debentures and reporting under clause.

(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according, to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act. 2013 arc suit applicable. Also refer paragraph on ‘Basis of Opinion'' and ''Disclaimer of Opinion of our report of even date.

(xvi) The Company not required to be registered under section 45-d.A of the Reserve of India Act, 1934.

FOR DELOTTE HSKINS & SELLSLLP

Chartered accountants

Firm registration No.117366w/w -100018

S. Ganesh

Place: Bangalore Partner

Date: May .30,2016 Membership No, 204108


Mar 31, 2015

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Camson Bio Technologies Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statements of Profit and Loss and Cash Flow for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. 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 (as amended). 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

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

4. 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

5. 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.

6. 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 these 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.

7. 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

8. 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 lndia of the state of affairs of the Company as at March 31, 2015, and its loss and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report} Order, 2015, issued by the Central Government of lndia in terms of sub—section (11) of section 143 of the Act (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 4 and 5 of the Order.

10. 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 Cash Flow dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. On the basis of written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivate contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 9 under "Report on other legal and regulatory requirements" of our report of even date on the financial statements for the year ended on March 31, 2015 of Camson Bio Technologies Limited)

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

(b) According to information and explanation the fixed assets of the company were physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii. (a) Physical verification of inventory was conducted by the management at reasonable interval during the year.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and discrepancies noticed on physical verification by the Management have been properly adjusted in the books of account.

iii. There are no companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii] of the said order are not applicable to the Company.

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 During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and rules framed there under to the extent notified. Consequently, no order has been passed by the Company Law Board or National Company Law Commission or Reserve Bank of India or any court or any other tribunal on the Company.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the central government for the maintenance of cost records under section 209 1(d) of the companies Act 2013 in respect of fertilizer products and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii, (a) According to information and explanation given to us, and as per our verification of records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues deducted/accrued in the books of account in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, service tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us and records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, and cess which have not been deposited on account of any dispute.

(c) According to information and explanation given to us, there is no amount to be transferred to investor education and protection fund in accordance with relevant provisions of the companies act.

viii. The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses in current financial year as well as in the immediately preceding financial year

ix. Based on the records examined by us and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date.

x. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xi. According to the information and explanation given to us, term loans have been applied for the purpose for which the loans were obtained.

xii. 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For B. K. Khare & Co.

Chartered Accountants

Firm's Registration Number 105102W

Padmini Khare Kaicker

Partner

Membership Number: 044784

Bangalore, May 19, 2015


Mar 31, 2014

1. We have audited the accompanying financial statements of Camson Bio Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statements of Profit and Loss and Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. 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 arc free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. 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.

4. 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.

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

Opinion

6. 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 mariner 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 March 31,2014;

(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 flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (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 4 and 5 of the Order.

8. 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 Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statements of Profit and Loss and Cash Flow dealt with by this report, comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

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

ANNEXURE REFERRED TO IN PARAGRAPH 7 OF OUR REPORT OF EVEN DATE

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

(b) The fixed assets of the Company were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of the fixed assets during the year.

(ii) . (a) The inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion, the procedures of 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) In our opinion, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) Based on the records examined by us and according to the information and explanations given to us, the Company has:

(a) Not granted any loans to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses iii (b) to (d) of the order are not applicable to the Company.

(b) The Company has taken an unsecured, interest free loan/advance from one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 13,465,249/- and the year-end balance amounts to Rs. 9,265,249/-.

(c) In our opinion and according to the information and explanations given to us, the terms and conditions on which such loans taken are prinra facie not prejudicial to the interest of the Company.

(d) As informed to us, as per the terms and conditions of such loan taken there is no principal repayment due during the year or interest payable on the loan.

(iv) In our opinion and according to the information and explanations given to us, the internal control system with regard to purchase of fixed assets and inventory and for the sale of goods needs to be strengthened to be commensurate with the size of the Company and the nature of its business. On the basis of our examination of the books and records of the Company and according to the information and explanations given to us we have not come across continuing failure to correct major weakness in such internal controls.

(v) According to the information and explanations given to us, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(v)(b) of the Order are not applicable to the Company and hence not commented upon.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956, and the rules framed there under.

(vii) In our opinion, and according to the information and explanations provided to us, the internal audit system needs to be strengthened to be commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209( 1) (d) of the Companies Act, 1956 in respect of fertiliser products and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

(ix) (a) According to the records of the Company, the Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31,2014 for a period of more than six months from the date they became payable.

(c) Based on our verification and according to the information and explanations given to us, there are no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31,2014 on account of any dispute.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current and 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 the repayment of dues to banks and financial institutions. The Company has not issued any debentures during the year.

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

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract the provisions of any special statute applicable to chit fund and nidhi/mutual benefit/societies.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has not utilised funds raised on short-term basis for long- term purposes. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based on audit procedures performed and as per the information and explanations given to us by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For B. K. Khare & Co. Chartered Accountants Firm Registration Number 105102W

Sd/- Padmini Khare Kaicker Partner Membership Number 044784


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Camson Bio Technologies Limited ("the Company") which comprises the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of the 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 evidences about the amounts and disclosures in the financial statements. The procedures selected depend on auditor''s judgement, including the assessment of the risks of the material misstatements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

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

(c) In the case of the Cash Flow Statement, of the 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, 2003 (" the Order") issued by the Central Government of India 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, to the extent applicable, referred to in Section 211 (3C) of the Act.

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

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in paragraph (3) of our report of even date]

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

b. According to the information and explanation given to us, the fixed assets have been physically verified by the Management during the year in a phased periodic manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As explained to us the Company has not disposed off any fixed asset during the year under review.

ii. a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and nature of the business.

c. Based on the records furnished before us we are of the opinion that the inventory records maintained by the Company needs to be improved. We have been informed that no material discrepancies have been noticed on physical verification of stocks with the inventory records maintained by the Company.

iii According to the information and explanations given to us, the Company has not granted unsecured loans to Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence the provisions of clause (4) (iii) (a) to (c) of the Companies (Auditors Report) Order 2003 are not applicable to the Company for the year under review.

d. The Company has taken interest free unsecured loans from 2 parties and 3 private limited Companies and a limited Company listed in the register maintained under Section 301 of the Act. The maximum balance outstanding during the year was Rs. 5,41,49,549/- and the outstanding as at the end of the year was Rs. 5,13,99,149/-.

e. The rate of interest and other terms and conditions of these unsecured loans are in our opinion prima facie not prejudicial to the interest of the Company.

f. In respect of the said loans and the interest thereon, there are no overdue amounts.

iv In our opinion and according to the information and explanations given to us, internal control systems with regard to purchase of inventory, fixed assets, and with regard to sale of goods needs to be strengthened to make it commensurate with the size of the Company and the nature of its business.

However, during the course of our audit, we have not come across continuing failure to correct major weakness in the internal controls.

v a To the best of our knowledge and belief and according to the information and explanations given to us, transactions to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered in the register

b In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market marker prices at the relevant time.

vi In our opinion and according to the information and explanations given to us, the Company has not accepted deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

vii In our opinion, internal audit system of the Company needs to be strengthened to make it commensurate with the size and nature of its business

viii The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of any of the activities of the company.

ix a According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues.

b There are no arrears of undisputed amounts payable in respect of the aforesaid dues which were outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

c According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

x The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has no dues to financial institutions or debenture holders during the year under review.

xii In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of securities by way of pledge of shares, debentures and other securities.

xiii The Company is not a chit fund / nidhi / mutual benefit fund/society. Accordingly, clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company during the year under audit.

xiv In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause (4) (xiv) of The Companies (Auditors Report) Order 2003 are not applicable to the Company.

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

xvi. As per the information and explanations furnished to us the term loans availed by the Company during the year under review are utilized for the purposes for which the loans were obtained.

xvii According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, short term funds have not been used for long term investments.

xviii During the year, the Company has made allotment of warrants issued on preferential basis to the parties covered in the Register maintained under Section 301 of the Act. In our opinion the price at which such share warrants were issued are prima facie not prejudicial to the interest of the Company.

Xix The Company has not issued any debentures during the year under review.

Xx The Company has not raised any money by public issues during the year.

xxi. Based upon the audit procedures performed by us and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For Ishwar & Gopal,

Chartered Accountants





Sd/-

K. V. Gopalakrishnayya

Partner

Membership No. 21748

Firm Registration No. 001154S

Place : Bangalore

Date: 30th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Camson Bio Technologies Limited as at 31st March 2012, and also the Profit and Loss Account and the Cash Flow statement for the year ended as on that date, both 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. 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 the 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 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (the 'order') 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 to the extent applicable.

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

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e. On the basis of written representations received from the directors, taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

f. In our opinion, and to the best of information and according to the explanation given to us, the said Accounts, give the information required by the Companies Act, 1956 in the manner so required give a true and fair view

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

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

iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph (3) of our report of even date]

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

b. According to the information and explanation given to us, the fixed assets have been physically verified by the Management during the year in a phased periodic manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As explained to us the Company has not disposed off any fixed asset during the year under review.

(ii) a. As explained to us, inventories were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and nature of the business.

c. The Company has strengthened inventory records which in our opinion need to be modified to record the movement and balances of the inventory on regular basis. We have been informed that no material discrepancies have been noticed on physical verification of stocks with the inventory records maintained by the Company.

(iii) a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us, the Company has taken unsecured loans from four parties covered in the register maintained under section 301 of the Companies Act, 1956. Maximum amount involved during the year was Rs 2,80,09,178/ and balance as on year end was Rs 2,48,71,146/

(iv) In our opinion and according to the information and explanations given to us, internal control systems with regard to purchase of inventory, fixed assets, and with regard to sale of goods needs to be strengthened to make it commensurate with the size of the Company and the nature of its business. During the course our audit, we have been informed that the company has initiated corrective steps to address the weakness in internal controls.

(v) a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered in the register

b. As per the information and explanations given to us, the Company during the year under review has not entered into any transactions exceeding Rs Five lakhs in respect of any party which need to be recorded in the register maintained under section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, internal audit system of the Company needs to be strengthened to make it commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of any of the activities of the company.

(ix) a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues except for income tax where there is slight delay in a few cases. According to the information and explanations given to us, income tax dues of Rs 1,61,731/ is outstanding as on 31st March 2012 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, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

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

(xi) According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company during the year under audit.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. All the investments are held by the Company in its own name.

(xv) The Company has not given any guarantee for loans taken by others from financial institutions or banks.

(xvi) Based on the explanation given to us, the term loans were applied for the purpose for which loans are obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, short term funds have not been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to 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 under review.

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

(xxi) Based upon the audit procedures performed by us and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For ISHWAR & GOPAL,

Chartered Accountants

K. V. Gopalakrishnayya

Partner

Membership No. 21748 Place: Bangalore

Firm Registration No. 001154S Date: 30.08.2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of CAMSON BIO TECHNOLOGIES LIMITED as at 31st March 2011, and also the Profit and Loss Account and the Cash Flow Statement for the year ended as on that date, both 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. 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 the 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 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (the 'order') 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 to the extent applicable.

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

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

e. On the basis of written representations received from the Directors, taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2011 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

f. In our opinion, and to the best of 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, giving a true and fair view

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

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

iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditors' Report [Referred to in paragraph (3) of our report of even date]

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

b. According to the information and explanations given to us, the fixed assets have been physically verified by the Management during the year in a phased periodic manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As explained to us the Company has not disposed off any fixed asset during the year under review.

(ii) a. As explained to us, inventories were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and nature of the business.

c. The Company is maintaining proper records of inventory. We have been informed that no material discrepancies have been noticed on physical verification of stocks with the inventory records maintained by the Company.

(iii) According to the information and explanations given to us, the Company has not granted or taken unsecured loans to/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, internal control systems with regard to purchase of inventory, fixed assets, and with regard to sale of goods needs to be strengthened to make it commensurate with the size of the Company and the nature of its business. However, during the course of our audit, we have not come across continuing failure to correct major weakness in the internal controls.

(v) a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered in the register.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market marker prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, internal audit system of the Company needs to be strengthened to make it commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of any of the activities of the Company.

(ix) a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State nsurance, Income-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues. There are no arrears of undisputed amounts payable in respect of the aforesaid dues which were outstanding as on 31st March, 2011 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, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has no dues to financial institutions or debenture holders during the year under review.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, Clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company during the year under audit.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause (4) (xiv) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

(xv) The Company has not given any guarantee for loans taken by others from financial institutions or banks.

(xvi) The Company has not availed any term loans during the year under review.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, short term funds have not been used for long term investments.

(xviii) During the year, the Company has made allotment of shares on conversion of warrants issued on preferential basis during the prior years to parties covered in the Register maintained under Section 301 of the Act. In our opinion the price at which such share warrants were issued are prima facie not prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year under review.

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

(xxi) Based upon the audit procedures performed by us and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Ishwar & Gopal,

Chartered Accountants

K. V. Gopalakrishnayya

Partner

Membership No.21748

Firm Registration No. 001154S

Place : Bangalore

Date : 27th August 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of CAMSON BIO TECHNOLOGIES LIMITED as at 31st March 2010, and also the Profit and Loss Account and the Cash Flow statement for the year ended as on that date, both 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 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 the 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 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (the order) 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 to the extent applicable.

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

a. Subject to non availability of supporting documents for certain expenses as referred to in note no 1. b of Schedule P to the accounts, 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards, to the extent applicable referred to in subsection (3C) of the Section 211 of the Companies Act, 1956 except non furnishing of segment details for the financial year ending 31st March 2009 as per Accounting Standard 17, “Segment reporting”.

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

f. In our opinion, and to the best of information and according to the explanation given to us, the said Accounts, give the information required by the Companies Act, 1956 in the manner so required give a true and fair view

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

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

iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

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

b. According to the information and explanation given to us, the fixed assets have been physically verified by the Management during the year in a phased periodic manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As explained to us the Company has not disposed off any fixed asset during the year under review.

(ii) a. As explained to us, inventories were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the company and nature of the business.

c. As per the information furnished to us, inventory records maintained by the Company are not commensurate with the size of the Company and nature of its business. We have been informed that no material discrepancies have been noticed on physical verification of stocks with the inventory records maintained by the Company.

(iii) a. According to the information and explanations given to us, the Company has not granted unsecured loans to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. As per the information furnished before us, the Company has taken interest free unsecured loans amounting Rs 220.20 Lakhs from a Company listed in the register maintained under Section 301 of the Companies Act, 1956. Maximum balance outstanding during the year was Rs 220.20 Lakhs and year end balance was Nil.

c. As the unsecured loan taken is interest free in nature, we are of the opinion that the terms and conditions of these loans are, prima facie, not prejudicial to the interest of the Company.

d. As there is no stipulation as regards repayment, we are unable to express our opinion whether the repayment of principal is regular. However, there is no balance as at the end of the year.

(iv) In our opinion and according to the information and explanations given to us, internal control systems with regard

to purchase of inventory, fixed assets, and with regard to sale of goods and services needs to be strengthened to make it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not come across continuing failure to correct major weakness in the internal controls.

(v) a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered in the register.

b. We are unable to express our opinion whether transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time for want of comparable prices for the similar goods.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted

deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, internal audit system of the Company needs to be strengthened to make it commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of any of the activities of the Company.

(ix) a. According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues except sales tax dues with the appropriate authorities during the year. As referred to note 18 of schedule to the accounts, the returns filed with the sales tax authorities need to be reconciled with the accounts and hence we are unable to express our opinion whether the payment of the same is regular and also whether any undisputed amount is outstanding for more than six months. Apart from the same, according to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2010 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, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit 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 the repayment of dues to the financial institutions, banks, and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to a company during the year under audit.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (4) (xiv) of The Companies (Auditors Report) Order 2003 are not applicable to the Company.

(xv) The Company has not given any guarantee for loans taken by others from financial institutions or banks.

(xvi) The Company has not availed any term loans during the year under review.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, short term funds have not been used for long term investments.

(xviii) During the year, the Company has made preferential allotment of share warrants which can be convertible in to shares in a future date subject to fulfillment of certain conditions, to parties covered in the Register maintained under Section 301 of the Act. In our opinion the price at which such share warrants issued are prima facie not prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year under review.

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

(xxi) Based upon the audit procedures performed by us and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For ISHWAR & GOPAL,

Chartered Accountants

Place : Bangalore: K.V. Gopalakrishnayya

Dated : 30.08.2010 Partner

[M.No. 21748]

Firm Registration No. 001154S

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