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Auditor Report of Florence Investech Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the Note No. 26 regarding non provision for diminution in the value of certain long term investments, since in the opinion of the Management, such diminution in their value is temporary in the nature.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, 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 during the course of audit, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer Note no. 20 (a) 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.

[Anenexure referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements" of our Report of even date for the year ended 31st March, 2015]

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

(b) The fixed assets have been physically verified by the management according to the programme of periodical physical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No discrepancies were noticed on such physical verification.

2. Company does not have any inventory. Accordingly, the provisions of Clause 3(ii) of the Order are not applicable.

3. The Company has not granted any loan secured or unsecured to any companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of Clause 3(iii) (a) & (b) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase and sale of the shares and securities. Based on the audit procedure performed and on the basis of information and explanations provided by the management, during the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. The Company has not accepted any deposit from the public.

6. The Central Government has not prescribed the maintenance of the cost records under section 148(1) of the Act, for any of the services rendered by the Company.

7. (a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, VAT, cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2015.

(b) According to the records and information & explanations given to us, there are no dues in respect of Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, VAT or cess that have not been deposited with the appropriate authorities to the extent applicable on account of any dispute and the dues in respect of Income tax that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are given below:-

Name of the statute Nature of the dues Period Amount (Financial Year) (Rs. in Lacs)

Income Tax Act,1961 Income Tax 2007-08 27.00

2008-09 38.65

2009-10 37.34

2010-11 38.63

2011-12 1.77

Name of the Statute Forum where dispute is pending

Income Tax Act 1961 Commissioner (Appeal) Commissioner (Appeal)

Commissioner (Appeal)

Commissioner (Appeal)

Commissioner (Appeal)

(c) According to the records of the Company and information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

9. Company has no outstanding dues to financial institutions, banks or debenture holders during the year.

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

11. No term loan has been raised by the Company during the year.

12. Based on the audit procedure performed and on the basis of information and explanations provided by the management, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For LODHA & CO., Chartered Accountants Firm Registration No.: 301051E

N.K. LODHA Place: New Delhi Partner Date: 12th May, 2015 Membership No. 85155


Mar 31, 2014

We have audited the accompanying financial statements of FLORENCE INVESTECH LIMITED (''the company''), which comprise the Balance Sheet as at 31st March 2014, the Statement of the Profit and Loss and the Cash Flow Statement for the eighteen months period ended, and a summary of the 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 the fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") 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. 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 free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

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

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

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

Emphasis of Matter

Note No. 26 regarding non provision in the value of certain long term investments, since in the opinion of the Management, such diminution in their value is temporary in nature.

Our opinion is not qualified in respect of this matter.

Opinion

In our opinion and best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so require 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 the affairs of the company as at 31st March 2014,

b. In case of the statement of the profit and loss, of the profit for the eighteen months period ended on that date, and

c. In case of the cash flow statement, of the cash flows for the eighteen months period ended on that date.

Report on other legal and the regulatory requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the manners specified in the 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 appears from our examination of those books;

c. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report are in agreement with the books;

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of 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; and

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

ANNEXURE TO THE AUDITORS'' REPORT [Referred to in paragraph (1) of our Report of even date to the Members of FLORENCE INVESTECH LIMITED on the Financial Statements for the year ended 31st March 2014]

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

(b) The fixed assets have been physically verified by the Management according to the programme of periodical physical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such physical verification were not material.

(c) As per the records and information and explanations given to us, no substantial fixed assets have been disposed off during the year.

2. The Company does not have any inventory; hence provisions of clause 4(ii)(a) to (c) of the Order are not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to and from companies, firms or other parties as covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b) to (d) and (f) and (g) of the Order are not applicable.

4. 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 the nature of its business with regards to purchase and sale of the shares and securities. Based on the audit procedure performed and on the basis of information and explanations provided by the management, during the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations provided by the management and based upon audit procedures performed, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act 1956 have been entered in the register required to be maintained under that section. Accordingly, the provision of clause 4 (v) (b) of the Order are not applicable.

6. According to the information and explanations provided by the management, the Company has not accepted any deposits from the public covered under section 58A and 58AA of the Act during the current year.

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

8. The rules prescribed by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 are not applicable to the Company.

9. (a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material dues with the appropriate authorities to the extent applicable and there are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March, 2014.

(b) According to the records and information and explanations given to us, there are no dues in respect of Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of Income Tax that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are as given below:-

Nature of statute Nature of dues Period (Financial Amount (Rs. in Lacs) Year)

Income Tax Act, Income Tax 2003-04 15.63 1961

2007-08 27.00

2008-09 38.65

2009-10 37.34

2010-11 38.63

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

11. The Company has no dues of any banks, financial institution or debenture holder either during the year or at the end of the year.

12. 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund /society, therefore, the provisions of clause 4 (xiii) of the said Order are not applicable to the company.

14. According to the information and explanations given to us, we are of the opinion that proper records have been maintained in respect of purchase of shares/securities and timely entries have been made therein and all the investments of the Company have been registered in the name of the Company as at 31st March 2014.

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

16. On the basis of information and explanations given to us and on an overall examination of the financial statements of the company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment.

17. In our opinion and on the basis of information and explanations given to us, the company has not obtained any term loans during the year.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has neither issued any debentures during the current year nor the Company have outstanding as on date.

20. The company has not raised any money through a public issue during the year.

21. Based on the audit procedure performed and on the basis of information and explanations provided to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For LODHA & CO., Chartered Accountants Firm Registration No.: 301051E

N.K. LODHA Place: New Delhi Partner Date: 15th May, 2014 Membership No. 85155


Sep 30, 2012

We have audited the attached Balance Sheet of FLORENCE INVESTECH LIMITED (formerly JK AGRI GENETICS LIMITED), as at 30th September 2012, the Statement of Proft & Loss and also the Cash Flow Statement for the year ended on that date annexed thereto together with the notes referred to therein. These fnancial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

Without qualifying our report, we invite attention to Note No.26 and 27 to the Financial Statements regarding the transfer of assets and liabilities of Seed division of Florence Investech Limited (formerly JK Agri Genetics Limited) to the Company (JK Agri Genetics Limited) (formerly Florence Alumina Limited), pursuant to the Scheme of Arrangement & Demerger between the Company and JK Agri Genetics Ltd. (formerly Florence Alumina Ltd.), which has been approved by the Hon''ble High Court of Judicature at Calcutta operative from 1st April 2005 (appointed date), impact of which have been given in these fnancial statements with respect to Net difference being Goodwill on transfer of Seed undertaking with the Company and same have been adjusted as stated in Note No. 27(a)(viii) to the Financial Statements which is not in line with the Generally Accepted Accounting Principles, as has been carried out as per the Order of the Hon''ble High Court.

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

1. As required by the companies (Auditor''s Report) Order, (Amendment), 2004 (The order) issued by the Central Government of India in terms of section 227 (4A) of The Companies Act, 1956 (The Act), we enclose in the annexure a statement on the matters specifed in paragraphs 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:-

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

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

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

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

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes thereon, give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of Balance Sheet, of the state of affairs of the Company as at 30th September 2012; and ii) In the case of Statement of Proft & Loss, of the proft for the year ended on that date; and iii) In the case of cash Flow Statement, of the cash fows for the year ended on that date.

[Referred to in paragraph (1) of our Report of even date of FLORENCE INvESTECH LIMITED (formerly JK AGRI GENETICS LIMITED) for the year ended 30th September 2012]

1.

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets (This is to be read with note no. 26 and 27).

(b) The fxed assets have been physically verifed by the Management according to the programme of periodical physical verifcation in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fxed assets. The discrepancies noticed on such physical verifcation were not material.

(c) All the fxed assets during the period ended as stated in note no. 26 (read with note no. 27) have been transferred under the Scheme.

2. The inventories of the Company have been physically verifed by the management at reasonable intervals (This is to be read with note no. 26 & 27).

In view of comment in para (a) above no comment is being offer in sub clause (b) & (c).

3. The Company has neither granted nor taken any loan secured or unsecured to and from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) to (d), (f) & (g) of the Order are not applicable (read with Note No.27).

4. In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. Based on the audit procedure performed and on the basis of information and explanations provided by the management, during the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations provided by the management and based upon audit procedures performed, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and the transactions made in pursuance of such contracts or arrangements (exceeding the value of Rs.5 lacs in respect of each party during the financial year) have been made at prices which are generally reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given by the management, the Company has not accepted any deposits from the public covered Under Section 58A and 58AA of the Act during the current year.

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

8. The rules prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 are not applicable to the Company (read with Note No.26 & 27).

9.

(a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no material undisputed statutory dues payable for a period of more than six months from the date they became payable as at 30th September 2012.

(b) According to the records and information and explanations given to us, there are no dues in respect of Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of Income Tax that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are as given below:-

Nature of statute Nature of dues Period (Financial Year) Amount (Rs.inLacs)

Income Tax Act , 1961 Income Tax 2003 - 04 15.63

Income Tax Act , 1961 Income Tax 2007 - 08 27.00

Income Tax Act , 1961 Income Tax 2008 - 09 38.65



10. The Company does not have accumulated losses at the end of the fnancial year and has not incurred cash losses in the current fnancial year and has incurred cash losses in the immediately preceding fnancial year.

11. In our opinion, on the basis of audit procedure and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to fnancial institutions or banks or debenture holders (read with note no. 27).

12. 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.

13. The Company is not a chit fund or a nidhi / mutual beneft fund / society and therefore, the provisions of clause 4 (xiii) of the said Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments read with Note No.53. However timely entries for investments have been made in the records so maintained and also the investments of the Company have been held in the name of the Company.

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

16. On the basis of information and explanations given to us, term loan were applied for the purpose for which the loans were obtained.

17. On the basis of information and explanations given to us and on overall examination of financial statements of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term purposes.

18. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Act (read with note no. 26 & 27).

19. The Company has neither issued any debentures during the current year nor the Company have outstanding as on date (read with note no. 26 & 27).

20. The Company has not raised any money through a public issue during the current year.

21. Based on the audit procedure performed and on the basis of information and explanations provided by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For LODHA & CO.

Chartered Accountants

(FRN 301051E)

(N.K. LODHA)

Place: New Delhi Partner

Dated: 15th May 2013 Membership No. - 85155


Sep 30, 2010

We have audited the attached Balance Sheet of JK AGRI GENETICS LIMITED, as at 30th September, 2010 the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

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

(e) As per the information & explanations given to us, none of the directors of the Company is aisqualified from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes thereon, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 30th September, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph (1) of our Report of even date of JK AGRI GENETICS LIMITED for the year ended 30th September, 2010)

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

(b) The fixed assets have been physically verified by the management according to the programme of periodical physical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such physical verification were not material.

(c) As per the records and information and explanations given to us, fixed assets disposed off during the period were not substantial.

2. (a) The inventories of the Company have been physically verified by the management at reasonable intervals. In respect of stock lying with third parties, they have substantially confirmed these.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on such physical verification of inventory as compared to book records were not material,

3. The Company has neither granted nor taken any loan secured or unsecured to and from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, Accordingly, the provisions of clause 4(iii) (b) to (d), (f) & (g) of the Order are not applicable,

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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. Based on the audit procedure performed and on the basis of information and explanations provided by the management, during the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system,

5. According to the information and explanations provided by the management and based upon audit procedures performed, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and the transactions made in pursuance of such contracts or arrangements (exceeding the value of Rs. 5 lacs in respect of each party during the financial year) have been made at prices which are generally reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given by the management, the Company has not accepted any deposits from the public covered under Section 58A and 58AA of the Act during the current year.

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

8. According to the information and explanations given by the management, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of the Companys products.

9. (a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no material undisputed statutory dues payable for a period of more than six months from the date they became payable as at 30th September, 2010,

(b) According to the records and information & explanations given to us, there are no dues in respect of Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess that have not been deposited with the appropriate authorities to the extent applicable on account of any dispute and the dues in respect of income tax that have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pendina are aiven below: -

Name of the Nature of Period Amount Forum where dispute statute the dues (Rs. in Lacs) is pending

Income tax Income tax 2003-2004 4.77 Commissioner (Appeal) Act,1961 Income tax 2006-2007 11.72 Commissioner (Appeal)

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

11. In our opinion, on the basis of audit procedure and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders. (Read with note no.l of Schedule 3).

12. 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.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society and therefore, the provisions of clause 4 (xili) of the said Order are not applicable to the company.

14. 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 said Order are not applicable to the Company.

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

16. On the basis of information and explanations given to us, term loan were applied for the purpose for which the loans were obtained.

17. On the basis of information and explanations given to us and on overall examination of financial statements of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debenture during the current year; however the Company has outstanding Zero Coupon Non convertible Bonds of Rs. 4,250 lacs. Refer Note No.l of schedule 3.

20. The Company has not raised any money through a public issue during the current year.

21. Based on the audit procedure performed and on the basis of information and explanations provided by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For LODHA & CO. Chartered Accountants

Firm Regn. No. 301051E

N. K. LODHA Place; New Delhi Partner

Date: 29th November 2010 Membership No.: -85155


Sep 30, 2009

We have audited the attached Balance Sheet of JK AGRI GENETICS LIMITED, as at 30th September, 2009 the Profit & Loss Account and also the Cash Flow Statement for the eighteen months period ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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.

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

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

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

e) As per the information & explanations given to us, none of the directors of the Company is disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

i) In the case of Balance Sheet, of the state of affairs of the Company as at 30th September, 2009;

ii) In the case of Profit & Loss Account, of the loss for the eighteen months period ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph (1) of our Report of even date of JK AGRI GENETICS LIMITED for the eighteen months period ended 30th September, 2009)

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

(b) The fixed assets have been physically verified by the Management according to the programme of periodical physical verification in phased manner which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such physical verification were not material.

(c) As per the records and information and explanations given to us, fixed assets disposed off during the period were not substantial.

2. (a) The inventories of the company have been physically verified by the management at reasonable intervals. In respect of stock lying with third parties, they have substantially confirmed these.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on such physical verification of inventory as compared to book records were not material.

3. The Company has neither granted nor taken any loan secured or unsecured to and from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act. 1956. Accordingly, the provisions of clause 4(iii) (b) to (d), (f) & (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems 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. Based on the audit procedure performed and on the basis of information and explanations provided by the management, during the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations provided by the management and based upon audit procedures performed, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and the transactions made in pursuance of such contracts or arrangements (exceeding the value of Rs 5 lacs in respect of each party during the financial period) have been made at prices which are generally reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given by the management the Company has not accepted any deposits from the public covered under Section 58A and 58AA of the Act during the current period.

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

8. According to the information and explanations given by the management, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of the Companys products.

9. (a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund; Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities to the extent applicable and there were no material undisputed statutory dues payable for a period of more than six months from the date they became payable as at 30th September 2009.

(b) According to the records and information and explanations given to us, there are no dues in respect of Income Tax, Wealth Tax, Service

Tax, Sales Tax, Custom Duty, Excise Duty and Cess that have not been deposited with the appropriate authorities on account of any dispute.

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

11. In our opinion, on the basis of audit procedure and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders. (Read with note no.l of schedule 3)

12. 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.

13. The Company is not a chit fund or a nidhi /mutual benefit fund /society and therefore, the provisions of clause 4 (xiii) of the said Order are not applicable to the Company.

14. 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 said order are not applicable to the Company.

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

16. In our opinion, on the basis of information and explanations given to us, term loan were applied for the purposes for which the loans were obtained,

17. On the basis of information and explanations given to us and on overall examination of financial statements of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debenture during the current period; however the Company has outstanding Zero Coupon Non convertible Bonds of Rs.4,250 lacs. Refer Note No.l of Schedule 3.

20. The Company has not raised any money through a public issue during the current period.

21. Based on the audit procedure performed and on the basis of information and explanations provided by the management, no fraud on or by the Company has been noticed or reported during the course of our audit.

For LODHA & CO. Chartered Accountants

N. K. LODHA Place: New Delhi Partner

Date: 28th November2009 Membership No.:-85155



 
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