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Auditor Report of Flex Foods Ltd.

Mar 31, 2015

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

2) management's Responsibility for the financial Statements

The Company's board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these 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 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.

3) Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 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 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 financial statements.

4) 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, of the state of the affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

5) Report on Other Legal and Regulatory Requirements

i. As required by "the Companies (Auditor's Report) Order, 2015", issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

ii) 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.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the Books of Account.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32(a)(i) to the financial statements;

ii. The Company did not have any long-term contracts including derivative 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 AUDITOR'S REPORT OF "FLEX FOODS LIMITED" FOR THE YEAR ENDED 31ST MARCH 2015

Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date of "Flex Foods Limited" ('the company') for the year Ended on 31st March 2015, We report that:

i. In respect of Fixed Assets of the Company:

a) According to information and explanation given to us,the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of accounts.

ii In respect of Inventories of the Company:

a) According to information and explanation given to us, physical verification of inventory has been conducted at reasonable intervals by the Management of the Company.

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

c) The Company is maintaining proper records of inventory and according to information and explanation given to us, no material discrepancies were noticed on physical verification conducted by the Management.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 during the year. Therefore the provision of clause (iii) of Para 3 of the Companies (Auditor's Report) Order, 2015 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. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have not observed any major weaknesses in internal control system; hence no comment has been given on the continuing failure to correct them.

v. The Company has not accepted any deposits. Therefore the provision of clause (v) of Para 3 of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

vi. The provisions of maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and vide Companies (Cost Records and Audit) Amendment Rules, 2014, for the products dealt / manufactured by the Company are not applicable to the company. Therefore the clause (vi) of Para 3 of the Companies (Auditor's Report) Order, 2015 are not applicable to the company.

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 undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Value Added Tax, Cess and any other material statutory dues applicable with the appropriate authorities.

However the provisions of Employee's State Insurance Act' 1948 do not apply to the Company at this stage and therefore deposit of Employees State Insurance dues with the appropriate authorities in time are not applicable to the Company.

According to the information and explanations given to us there are no undisputed amount payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other applicable statutory dues as at the year end for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no pending dues in respect of Sales Tax, Wealth Tax, Service Tax, Custom Duty and Cess which have not been deposited on account of any dispute. However, according to the information and explanations given to us, following amounts are involved with under mentioned forum in respect of the following.

i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 21.57 Lakhs, pending before (a) ITAT (Rs.16.63 Lakhs) and (b) CIT (Appeals) Bangalore (Rs. 4.94 Lakhs).

(ii) Disputed demand raised by Commissioner Customs and Central Excise aggregating to Rs. 595.58 Lakhs pending with the Customs, Excise and Service Tax Appellate Tribunal, Delhi.

c) According to the information and explanations given to us, there are no 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 made there under.

viii. The Company does not have any accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year; accordingly no comment has been made in respect of matter specified under clause (viii) of Para 3 of the Companies (Auditor's Report) Order, 2015.

ix. In our opinion and according to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to the bank as at the Balance Sheet date.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore the clause (x) of Para 3 of the Companies (Auditor's Report) Order, 2015 is not applicable to Company.

(xi) According to the information and explanations given to us and the records of the Company examined by us the term loans have been applied for the same purposes 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 instances of material 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 JAIN SINGHAL & ASSOCIATES Chartered Accountants Firm Registration No.005839N

Place : NOIDA Bhawna Khanna Dated : 27th May, 2015. Partner Membership No. 502428


Mar 31, 2014

1) Report on the Financial Statements

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

2) Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Sub-Section (3C) of section 211 of the Companies Act, 1956 ("The Act") read with the General Circular 15/2013 dated 13th September 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 are free from material misstatement, whether due to fraud or error.

3) Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4) Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 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 for the year ended on that date.

5) Report on other legal and Regulatory Requirements

i) As required by the Companies (Auditor''s Report) Order, 2003 ("The Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956; we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

ii) As required by section 227(3) of the Companies Act 1956, 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 accounts as required by law, have been kept by the Company so far as appears from our examination of those Books of Account.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in Sub section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from Directors, as at 31st March 2014 and 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 clause (g) of sub- section (1) of section 274 of the Companies Act 1956;



ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF FLEX FOODS LIMITED FOR THE YEAR ENDED 31ST MARCH 2014 (REFERRED TO IN PARAGRAPH 5(i) OF OUR REPORT OF EVEN DATE)

(i) In respect of Fixed Assets of the Company:

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

(b) According to the information and explanations given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of account.

(c) Substantial part of fixed assets have not been disposed off during the year.

(ii) In respect of Inventories of the Company:

(a) According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the Management.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management are

reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and according to information and explanation given to us, no material discrepancies were noticed on physical verification conducted by the Management.

(iii) The Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause (iii) of Para 4 of the Companies (Auditor''s Report) Order, 2003 and (amendment) Order 2004 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weaknesses in internal control system; hence no comment has been given on the continuing failure to correct them.

(v) (a) According to information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

(b) As the company has not entered any transaction, no comments have been given in respect of Clause (v) of Para 4 of the Companies (Auditor''s Report) order 2003 and (amendment) Order 2004.

(vi) The company has not accepted any deposits from the public. Hence the compliance of the directives issued by the Reserve Bank of India and provisions of Section 58A, 58AA, or other relevant provisions of the Companies Act 1956 and rules framed there under are not applicable.

(vii) The internal audit of the Company has been conducted by an independent firm of Chartered Accountants and in our opinion; the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) The maintenance of the cost records pursuant to the companies (Cost Accounting Records) Rules, 2011 are prescribed by the Central Government Under clause (d) of sub-section (1) of Section 209 of the Companies Act 1956, for the products dealt / manufactured by the Company and we are of the opinion that prima facie, the prescribed records have been maintained.

(ix) (a) According to the records of the company, it is generally regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other applicable statutory dues with the appropriate authorities.

However the provisions of Employees'' State Insurance Act ''1948 do not apply to the Company at this stage and therefore deposit of Employees State Insurance dues with the appropriate authorities in time are not applicable to the Company.

According to the information and explanations given to us there are no undisputed amount payable in respect of Provident Fund, Income Tax/ Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess and other applicable statutory dues as at the year end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no pending dues in respect of Sales tax/ Wealth tax / Service tax / Custom duty / Cess which has not been deposited on account of any dispute.

However following amout aer involved (Gross of Amount deposited under protest) with under mentioned forum in respect of the following:

i) Disputed Income Tax dues: Aggregate Income Tax of Rs.21.57 lakhs, pending before a) ITAT (Rs.16.63 lakhs) and b) CIT (Appeals) Bangalore (Rs.4.94 Lakhs).

(x) The Company does not have any accumulated losses at the end of financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year; accordingly no comment has been made in respect of matter specified under Clause (x) of Para 4 of the Companies (Auditors Report) Order, 2003 and (amendment) Order 2004.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions or Banks. The Company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of adequate documents and records is not applicable.

(xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit Fund/ Society. Therefore the provision of Clause (xiii) of Para 4 of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, hence the provision of Clause (xiv) of Para 4 of the Companies (Auditor''s Report) Order,2003 and (amendment) Order 2004 is not applicable to the company.

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

(xvi) According to the information and explanations given to us, the Company has taken term loan during the year and same has been applied for the purpose for which it has been 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 funds raised on short-term basis have not been used for long-term investment by the company.

(xviii) The Company has not made any preferential allotment of shares during the financial year to parties and Companies covered in register maintained Under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures, hence the provision of clause (xix) of Para 4 of the Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

(xx) During the Financial Year, Company has not raised any money by public issues, hence the provision of Clause (xx) of Para 4 of the Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For JAIN SINGHAL & ASSOCIATES Chartered Accountants Firm Registration No.005839N Place : NOIDA Bhawna Khanna Dated : 22nd May, 2014 Partner Membership No. 502428


Mar 31, 2013

1. We have audited the accompanying financial statements of FLEX FOODS LIMITED ("The Company") which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3) 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 for material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we 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 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.

4. Opinion

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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 for the year ended on that date.

5) Report on other legal and Regulatory Requirements

i) As required by the Companies (Auditor''s Report) Order, 2003 ("The Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956; we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

ii) As required by section 227(3) of the Companies Act 1956, 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 accounts as required by law, have been kept by the Company so far as appears from our examination of those Books of Account.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF FLEX FOODS LIMITED FOR THE YEAR ENDED 31st MARCH 2013 (REFERRED TO IN PARAGRAPH 5(i) OF OUR REPORT OF EVEN DATE)

(i) In respect of Fixed Assets of the Company:

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

(b) According to the information and explanations given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of account.

(c) No substantial fixed assets had been disposed off during the year.

(ii) In respect of Inventories of the Company:

(a) According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the Management.

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

(c) The Company is maintaining proper records of inventory and according to information and explanation given to us, no material discrepancies were noticed on physical verification conducted by the Management.

(iii) The Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause

(iii) of Para 4 of the Companies (Auditor''s Report) Order, 2003 and (amendment) Order 2004 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weaknesses in Internal Control System; hence no comment has been given on the continuing failure to correct them.

(v) (a) According to information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

(b) As the company has not entered any transaction, no comments have been given in respect of Clause (v) of Para 4 of the Companies (Auditor''s Report) Order 2003 and (Amendment) Order 2004.

(vi) The Company has not accepted any deposits from the public. Hence the compliance of the directives issued by the Reserve Bank of India and provisions of Section 58A, 58AA, or other relevant provisions of the Companies Act 1956 and rules framed there under are not applicable.

(vii) The internal audit of the Company has been conducted by an independent firm of Chartered Accountants and in our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) The maintenance of the cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 are prescribed by the Central Government Under clause (d) of sub-section (1) of Section 209 of the Companies Act 1956, for the products dealt / manufactured by the Company and we are of the opinion that prima-facie, the prescribed records have been maintained.

(ix) (a) According to the records of the Company, it is generally regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other applicable statutory dues with the appropriate authorities.

However the provisions of Employees'' State Insurance Act''1948 do not apply to the Company at this stage and therefore deposit of Employees State Insurance dues with the appropriate authorities in time are not applicable to the Company.

According to the information and explanations given to us there are no undisputed amount payable in respect of Provident Fund, Income Tax/ Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess and other applicable statutory dues as at the year end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no pending dues in respect of Sales tax/ Wealth tax / Service tax / Custom duty / Cess which has not been deposited on account of any dispute. However following amounts are involved (Gross of Amount deposited under protest) with under mentioned forum in respect of the following:

i) Disputed Income Tax dues: Aggregate Income Tax of Rs.187.75 lacs, pending before a) ITAT (Rs.18.25 lacs) and b) CIT (Appeals) (Rs.169.50 lacs).

ii) Disputed Excise demands: Aggregate Excise Demand of Rs.23.91 lacs, pending before Excise & Customs Commissioner Appeals.

(x) The Company does not have any accumulated losses at the end of financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year; accordingly no comment has been made in respect of matter specified under Clause (x) of Para 4 of the Companies (Auditors Report) Order, 2003 and (Amendment) Order 2004.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions or Banks. The Company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of adequate documents and records is not applicable.

(xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit Fund/ Society. Therefore the provision of Clause (xiii) of Para 4 of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, hence the provision of Clause (xiv) of Para 4 of the Companies (Auditor''s Report) Order, 2003 and (amendment) Order 2004 is not applicable to the Company.

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

(xvi) According to the information and explanations given to us, the Company has taken term loan during the year and same has been applied for the purpose for which it has been 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 funds raised on short-term basis have not been used for long-term investment by the Company.

(xviii) The Company has not made any preferential allotment of shares during the financial year to parties and Companies covered in register maintained Under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures, hence the provision of clause (xix) of Para 4 of the Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

(xx) During the Financial Year, Company has not raised any money by public issues, hence the provision of Clause (xx) of Para 4 of the Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For JAIN SINGHAL & ASSOCIATES

Chartered Accountants

Firm Registration No.005839N

Bhawna Khanna

Place : NOIDA Partner

Dated : 13th May 2013 Membership No.502428


Mar 31, 2012

1. We have audited the attached Balance Sheet of FLEX FOODS LIMITED as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 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 and (amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the Books of Account;

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

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Notes to the Financial Statements thereon, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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 for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT OF FLEX

FOODS LIMITED FOR THE YEAR ENDED 31st MARCH 2012

(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF

EVEN DATE)

i) In respect of Fixed Assets of the Company:

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

b) According to the information and explanations given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of account.

c) No substantial fixed assets had been disposed off during the year.

ii) In respect of Inventories of the Company:

a) According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the Management.

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

c) The Company is maintaining proper records of inventory and according to information and explanation given to us, no material discrepancies were noticed on physical verification conducted by the Management.

iii) The Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause

(iii) of Para 4 of the Companies (Auditor's Report) Order, 2003 and (amendment) Order 2004 are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weaknesses in internal control system; hence no comment has been given on the continuing failure to correct them.

v) (a) According to information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

b) As the company has not entered any transaction, no comments have been given in respect of Clause (v) of Para 4 of the Companies (Auditor's Report) Order 2003 and (amendment) Order 2004.

vi) The company has not accepted any deposits from the public. Hence the compliance of the directives issued by the Reserve Bank of India and provisions of Section 58A, 58AA, or other relevant provisions of the Companies Act 1956 and rules framed there under are not applicable.

vii) The internal audit of the Company has been conducted by an independent firm of Chartered Accountants and in our opinion the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii) Maintenance of the cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 are prescribed by The Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956 for the products dealt / manufactured by the Company and we are of the opinion that prima facie, the prescribed records have been maintained.

ix) a) According to the records of the company, it is regular in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other applicable statutory dues with the appropriate authorities.

However the provisions of Employees' State Insurance Act,1948 do not apply to the Company at this stage and therefore deposit of Employees State Insurance dues with the appropriate authorities in time are not applicable to the Company.

According to the information and explanations given to us there are no undisputed amount payable in respect of Provident Fund, Income Tax/ Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess and other applicable statutory dues as at the year end for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no pending dues in respect of Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess which has not been deposited on account of any dispute However following amounts are involved (Gross of Amount deposited under protest) with under mentioned forum in respect of the disputed Income Tax dues: Aggregate Income Tax of Rs.65.78 lacs, pending before

a) Delhi High Court (Rs.32.96 lacs) and b) CIT (Appeals) (Rs.32.82 lacs)

x) The Company does not have any accumulated losses at the end of financial year. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year; accordingly no comment has been made in respect of matter specified under Clause (x) of Para 4 of the Companies (Auditors Report) Order, 2003 and (amendment) Order 2004.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Financial Institutions or Banks. The Company has not issued any debentures.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence the maintenance of adequate documents and records is not applicable.

xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit Fund/ Society. Therefore the provision of Clause (xiii) of Para 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments, hence the provision of Clause (xiv) of Para 4 of the Companies (Auditor's Report) Order ,2003 and (amendment) Order 2004 is not applicable to the Company.

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

xvi) According to the information and explanations given to us, the Company has taken term loan during the year and same has been applied for the purpose for which it has been 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 funds raised on short-term basis have not been used for long-term investment by the Company.

xviii) The Company has not made any preferential allotment of shares during the financial year to parties and Companies covered in register maintained Under Section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures, hence the provision of clause (xix) of Para 4 of the Companies (Auditor's Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

xx) During the financial year, Company has not raised any money by public issues, hence the provision of Clause (xx) of Para 4 of the Companies (Auditor's Report) Order 2003 and (amendment) Order 2004 is not applicable to the Company.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For JAIN SINGHAL & ASSOCIATES

Chartered Accountants

Firm Registration No.005839N

Bhawna Khanna

Place : NOIDA Partner

Dated : 9th July, 2012 Membership No.502428

 
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