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Auditor Report of Gujarat Ambuja Exports Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Gujarat Ambuja Exports Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 of the assets of the Company and for preventing and detecting the 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 internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 as adequate internal financial controls system over financial reporting and the 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 March31,2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

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

(e) On the basis of 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 it financial statements as referred to in Note 25.1.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GUJARAT AMBUJA EXPORTS LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

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

(b) The Company's management has provided us with a representation that it has a phased programme of verification of fixed assets (i.e. once in a two years) and in accordance with such programme, the Company has carried out a physical verification of certain fixed assets during the year and no material discrepancies were noticed on such verification.

ii. (a) Physical verification at reasonable intervals has been carried out by the management in respect of inventory except inventory lying with the outside parties, have been confirmed by them as at year end. In our opinion, the frequency of verification is reasonable.

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

(c) The Company has maintained proper records of inventory and the discrepancies noticed on such physical verification as compared to book records were not material.

iii. Accordingly to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Consequently, requirement of clauses (iii,a) and (iii,b) of paragraph 3 of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. On the basis of our examination of the books of accounts and other records, we are of the opinion that there is no major weakness in the internal control system in respect of these areas.

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

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under section 148(1) of the Companies Act, 2013, related to manufacture of edible oil, cotton yarn, inorganic chemicals and drugs and pharmaceuticals, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of records with a view to determine whether they are accurate or complete.

vii. (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and any other material statutory dues with the appropriate authorities applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and any other material statutory dues outstanding statutory dues as at March 31,2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the details of disputed amounts in respect of sales tax, income tax, wealth tax, service tax, value added tax custom duty, and excise duty / cess not deposited with the appropriate authorities are as follow:

(Rs. in crores)

Sr. Nature of the statute Nature of dues No.

1 The Income Tax Act, 1961 Appeal Preferred by the Department Disallowances of expenses

2 The Bombay Sales of Motor Spirit Exemptions Taxation Act, 1958

3 The Central Excise Act, 1944 Classification Additional Demand Service tax on charges0.009 2010-11Asst.

4 The Customs Act, 1962 Differential Duty

DEPB license

Recovery of benefits obtained under Focus Market Scheme

5 Krishi Upaj Mandi Adhiniyam, 1972 Mandi Tax

6 The Gujarat Sales Tax Act, 1969 Purchase Tax Disallowance of sales & levy of interest & penalty

7 Central Sales Tax Act, 1956 Disallowance of sales, non-Production of 'C' Forms

8 The Bombay Electricity Duty Act, 1958 Additional Demand charges

9 Uttarkhand Agriculture Produce Marketing (Development Mandi Tax/Entry Tax and Regulation) Act, 2011

Sr. Nature of the statute Amount Period to No. (in Rs. ) which amount relates 1 The Income Tax Act, 1961 Appeal Preferred by the Department 0.62 A.Y. 1996-97

2 The Bombay Sales of Motor Spirit 0.02 1997-98 Taxation Act, 1958

3 The Central Excise Act, 1944 4.34 2004-05 & 2005-06 0.03 2005-06 & 2006-07 Service tax on charges 0.009 2010.11

4 The Customs Act, 1962 0.04 2003-04

1.32 2008-09

1.63 2008-12

5 Krishi Upaj Mandi Adhiniyam, 1972 0.02 2001-02 6 The Gujarat Sales Tax Act, 1969 0.04 1997-98 0.66 2004-05

7 Central Sales Tax Act, 1956 1.00 2004-05

8 The Bombay Electricity Duty Act, 1958

9 Uttarkhand Agriculture Produce 1.11 2008-09 to Marketing (Development 2014-15 and Regulation) Act, 2011 1.02 2013-14

Sr. Nature of the statute Forum where the No. dispute is pending

1 The Income Tax Act, 1961 Appeal Preferred by the Department Supreme Court

2 The Bombay Sales of Motor Spirit Tribunal Taxation Act, 1958

3 The Central Excise Act, 1944 Commissioner of Excise

CESTAT

Service tax on charges Commissioner of Excise

4 The Customs Act, 1962 Commissioner of Customs

Commissioner(A)

DGFT under Focus Market Scheme

5 Krishi Upaj Mandi Adhiniyam, 1972 High Court

6 The Gujarat Sales Tax Act, 1969 High Court

Commissioner (Appeals)

7 Central Sales Tax Act, 1956 Commissioner (Appeals)

8 The Bombay Electricity Duty Act, 1958

9 Uttarkhand Agriculture Produce Consumer Grievances Marketing (Development Forum and Regulation) Act, 2011 Supreme Court

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

viii. The Company neither has any accumulated losses nor has incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

ix. Based on our audit procedures and as per the information and explanation given by the management, we are of the opinion that Company has not defaulted in repayment of dues to the banks. The Company has not taken any loan from financial institution. The Company has not obtained any borrowing by way of debentures.

x. To the best of our knowledge and belief and according to the information and explanations given to us and the Company has not given any guarantee for loans taken by others from banks or financial institutions. There is no outstanding guarantee for loan taken by subsidiary Company. In our opinion and based on the information and explanations given to us, the terms and conditions are not prejudicial to the interests of the Company.

xi. Based on information and explanations given to us by the management, term loan was applied for the purpose for which the loan was obtained.

xii. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For KANTILAL PATEL & CO., CHARTERED ACCOUNTANTS Firm Reg. No. : 104744W

Place: Ahmedabad Jinal A. Patel (Partner) Date: May 22, 2015 Membership No.: 153599


Mar 31, 2014

We have audited Ihe accompanying financial statements of Gujarat Ambuja Exports Limited (The Company'), which comprise the Balance Sheet as at Ma rch 31,2014, a nd the Statement of Profit and L oss and C ash Flow Statement for Ihe year then ended, and a sum mary of significant accounting policies and other explanatory I nfoimetion.

Management's Responsibility for Ihe Financial Statements

Management Is responsible for Ihe preparation of these financial statements in at give a true and fab view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted In India. Including the Accounting Standards notified under the Companies Act, 1956, read wilh General Circular 15/2013 dated 13 September. 2013 issued by lha Ministry of Corporate Affairs in rasped of Section 133 of ihe Companies Ad 2013, This responsibility indudes the design, implementation and maintenance of Internal control relevant to (ha preparation and presentation of the financial statements that give a true and lair view and are free from materia I misstatement, whether d ue to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Wa conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of indie. 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 materiel misstatement.

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

Opinion

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

(a} In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

(c) in tti a case of the Co sh Row Statement or [he cash flows for the year ended on that date.

Report on Other Lege I and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (the Orders) issued by the Central Government of India In terms of sub- section (4 A) of section 227 of the Act, we give in the Annexure a statement on Ihe matters specified in paragraphs 4 and 5 of the Order

2. As required by section 227(3) of the Act, we report that:

a. We ha ve obta me d all the information and explanations which to the best of our knowledge and belief were necessary for the a 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 Fulfil and Loss and Cash How Statement dealt with by tills 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 comply with the accounting standards notified under the Companies Act, 1956, read with General Circular 15/2013 daled 13 September, 2013 issued by the Ministry of Corporate Affairs In respect oi Section 133 of Ihe Companies Act20l3

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

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF THE INDEPENDENT AUD [TORS' REPORT OF EVEN DATE TO THE MEMBERS

OF GUJARAT AM BUJ A EXPORTS LIMITED. ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST MARCH 2014.

On Iho basis of Ihe records produced Ip us for opr vorili cation / perusal, such chocks as wg considered appropriate, and in terms of information and explanations given to us on our enquiries, we state that:

(I) (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) The company's management has provided us with a representation that it has a phased programme of verification of fixed assets (t.e once In a two years] and in accordance with such programme, the company has carried out a physical verification of certain fixed assets du ring foe year and no material d Iscrepandes were noticed on such verification.

(c) The Company has not disposed off during the year substantial partof its fixed assets

(ii) (a) Physical verification at reasonable intervals has been carried out by Ihe management In respect of inventory except stocks lying with the clearing agents, which have been confirmed by Ihe parties. In our opinion, the frequency of verification ts reasonable,

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

(c) The company has maintained proper records of Inventory and Iha d Iscrepandes noticed on such physical verification as compared to book records were not materia I a nd have been adequately dean wi th i n the books of acccunls.

(iii) The company has not granted or taken any loan secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 195G. And hence, pa regraphs 4(11) (a to g] of the order are nol applicable.

(iv) In our opinion and according lo the information and explanations given to us during the course of the audit, the company hes a generally adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to Ihe sale olgoods and services, On the basis ot our examination ol the books of accounts and other records, we are of the opinion that there is no major waa kness in Iha internal control system in reaped of these areas,

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

(a) In our opinion, the particulars of contracts or arrangements referred to In section 361 of the Act have been entered In (ha register required to be maintained under that section.

(b) According to the information and explanations given to us where each such transaction made in pursuance of such contracts Or arrangements in excess of Rs.S lakhs in respect of any pady, the transactions have been made at the prices, which are prime tide reasonable, having regard to the prevailing market prices available with the company for such transactions or prices at which transactions for sim itar goods have been made with other parties al foe relevant time.

(vl) The company has not accepted deposits frompubllcduringiheyear under audit, hence Ihe directives issued by Reserve Ban k of India and provisions of section 58A&58AA of the Companies Act, 1966 or any other relevant provisions of the Act and the rules framed there under are not applicable.

(vii) in our opinion, the company has an internal Audit System cemmensurate rate with foe size and nature of its bus business,

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to foe roles made by the Central Government for maintenance of cost records under saetton 209(1)(d) of the Companies Act, 1956, and era of ihe opinion fhat prime feda, foe prescribed accounts and records have been made and maintained. We havo not, however made a detailed examination of records withaviewtodstermine whether they era accurate or complete.

(ix) (a) The company is generally regular In depositing Provident Fund, Investor Education & Protection fund. Employees State Insurance, Safes Tex, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other material statutory dues to appropriate suthorit.es except I n come Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax. Custom Duly, and Excise Duty/Cess were in arrears, as al 31st March, 2014 fora period of more than six months from the date foey became payable.

(c) According to the informstlon and explanations given to us and on the basis of our examination of foe records of Ihe company. Ihe delaila of disputed amounts in respect of Sales Tax, Income Tax, Wealth Tax. Service Tax, Custom Duty, and Excise Duty / Cass not deposited with the appropriate authorities are as follow:

Sr, Name of the statute Nature of dues No.

1 The income Tax Act, 1961

Appeal Preferred by the Department Disallowance of expenses 2 Tha Bombay Sales Motpr Spril Taxation Act, 1956 Exemptions

3 The Central Excise Act. 1944 Classification

Additional Demerd

Service lax on charges

4 The Customs Act. 1902 Differential Duty

DEPB Iicence

Recovery of benefits obtained under Focus Market Scheme

5 Indian Stanmp Act, 1899 (MP) Stamp Duty

Stamp Duty

6 Krifihi J pa; lAandi Adhinlyam. 1972 MandiTftx

7 TheGuJerol Sales Tax Act 1969 Purchase Tax

Disellowance of sales & levy of interest & penally

8 Centra] Sate Tax Ad, 1656 Disallowance of safes. non-ProdtiOtoh of 'C' Form

9 The Bombay Etoctdchy Duty Act 1958 Additional Demand charges

Sr, Name of the statute Amount Period to which No. (in) amount relates

1 The income Tax Act, 1961

Appeal Preferred by the Department 62,36.399 A.Y, 1996-97

2 Tha Bombay Sales Motpr Spril 1,71,733 1997-96 Taxation Act, 1956 4,34,43,083 2004-05 & 2005-06 3 The Central Excise Act. 1944 3,49,733 2005-04 2006-07

93,428 2010-It

3,59,056 2003-04 4 The Customs Act. 1902 1,31,59,156 2006-09

1,63,05,293 2008-12

5 Indian Stanmp Act, 1899 (MP) 58,60,000 2001-02

1,25,290 1697-68

6 Krifihi J pa; lAandi Adhinlyam. 1972 2,27,600 2001-02

7 TheGuJerol Sales Tax Act 1969 2.23.464 1997-96

68.09.672 2004-05

8 Centra] Sate Tax Ad, 1656 99,51,959 2004-05

9 The Bombay Etoctdchy Duty Act 1958 95,97,053 2008-09 to 2011-12

Sr, Name of the statute Forum where the No. dispute is pending

1 The income Tax Act, 1961

Appeal Preferred by the Department Supreme Court

2 Tha Bombay Sales Motpr Spril Taxation Act, 1956 Exemptions Tribunal

3 The Central Excise Act. 1944 Commissioner Excise

CESTAT

Asst Commissioner of Excise

4 The Customs Act. 1902 Commissioner of Customs

Commissioner(A)

DGFT

5 Indian Stanmp Act, 1899 (MP) Board of Revenue

High Court

6 Krifihi J pa; lAandi Adhinlyam. 1972 High Court

7 TheGuJerol Sales Tax Act 1969 High Court

Commissioner (Appeals)

8 Centra] Sate Tax Ad, 1656 Commtesiopef (Appeals)

9 The Bombay Etoctdchy Duty Act 1958 Consumer Grievances Forum

(x) The company has no accumulated losses and has not incurred cash losses during Iha current financial year and immediately preceding financial year,

(xi) The company has not defaulted in repayment of dues to the banks or to Iho financial Institutions The company has nol obtained any borrowing by way of debentures.

(xii) The company has not granted loans and advances on ihe basis of security byway of pledge of she res, debenlu res a nd other securities, (xiil} Thera ia no guarantee outstanding as at the yaar and given by Iha company.

(xiv) On the basis of our examination of documents and records and according to tire information and explanations given to us we are of Ihe opinion that Ihe company has deployed the term loan fonda tor Ihe purpose ter which they were obtained.

(xv) According to the Information and explanations given to us, on an overall examination of the balance sheet of the company, we report that no tends raised or short term basis, have been used for longterm Investment.

(xvi) During the year, the company has not made preferential allotment of shares to parlies and companies covered In register maintained under section 301 of Ihe Companies Act, 1956.

(xvii) The Company has not issusd any deben lures du ring the year,

(xviii) The company has not ra ised a ny money by way of p u bile issue d uring the year.

(xix) To the best of our knowledge a nd belief and according lo Ihe mformalion and explanations given to us. no fraud on or by the company was noticed or reported during the year.

(xx) Inouroplnlonand according to the Information and explanations give n to us, the ri atu ne of the com pan/s bvs iness f activities during the year are s uch that paragraphs:

4 (xix) provisions of any special statute applicable to chit fund.

4 (xiv) dealing or trading In shares, securities, debentures and other investments of company [Auditors" Report) Order, Z003 are not applicable to the company.

For KANTILAL PATEL & CO- CHARTERED ACCOUNTANTS Firm Reg. No. 104744W

Place; Ahmedabad JinalA, Patel Date : May 24,2014 Partner Membership No,; 153599


Mar 31, 2013

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

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting 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 fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act.

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

ANNEXURE REFERRED TO IN PARAGRAPH (1) UNDER THE HEADING "REPORT ON LEGAL AND REGULATORY REQUIREMENTS" OF INDEPENDENT AUDITORS’ REPORT OF EVEN DATE:

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanations given to us on our enquiries, we state that :- (i) (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The company’s management has provided us with a representation that it has a phased programme of verification of fixed assets (i.e. once in a two years) and in accordance with such programme, the company has carried out a physical verification of certain fixed assets during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off during the year substantial part of its fixed assets.

(ii) (a) Physical verification at reasonable intervals has been carried out by the management in respect of inventory except stocks lying with the clearing agents, which have been confirmed by the parties. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventory and the discrepancies noticed on such physical verification as compared to book records were not material and have been adequately dealt with in the books of accounts.

(iii) The company has not granted or taken any loan secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. And hence, paragraphs 4(iii) (a to g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us during the course of the audit, the company has a generally adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to the sale of goods and services. On the basis of our examination of the books of accounts and other records, we are of the opinion that there is no major weakness in the internal control system in respect of these areas.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

(a) In our opinion, 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.

(b) According to the information and explanations given to us where each such transaction made in pursuance of such contracts or arrangements in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at the prices, which are prima facie reasonable, having regard to the prevailing market prices available with the company for such transactions or prices at which transactions for similar goods have been made with other parties at the relevant time.

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

(vii) In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other material statutory dues to appropriate authorities.

According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March 2013 for the period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, the details of disputed amounts in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, and Excise Duty / Cess not deposited with the appropriate authorities are as follow:

Sr Nature of the statute Nature of dues Amount No. in Rs.

1 The Income Tax Act, 1961 Appeal Preferred by the Company Disallowances of Expenses 4,15,74,717

Appeal Preferred by the Department Disallowances of expenses 6,238,399

2 The Bombay Sales of Motor Spirit Taxation Act, 1958 Exemptions 171,732

3 The Central Excise Act, 1944 Classification 43,443,083

Additional Demand 349,733

Service tax on charges 93,428

4 The Customs Act, 1962 Differential Duty 359,056

DEPB license 13,158,158

5 Indian Stamp Act, 1899 (MP) Stamp duty 5,860,000

Stamp Duty 125,290

6 Krishi Upaj Mandi Adhiniyam, 1972 Mandi Tax 227,600

7 The Gujarat Sales Tax Act, 1969 Purchase Tax 423,464

Disallowance of sales & levy of interest 6,609,672 & penalty

8 Central Sales Tax Act, 1956 Disallowance of sales, non-Production 9,951,959 of ‘C’ Forms

9 Gujarat Value Added Tax Act,2003 Reversal of Credit on Consignment sales 5,088,830

10 The Bombay Electricity Duty Act, 1958 Additional Demand charges 70,73,033

Name Period to which Forum where the amount relates dispute is pending

The Income Tax Act, 1961 A.Y. 2010-11 CIT (A)

A.Y.1996-97 Supreme Court

1997-98 Tribunal

The Income Tax Act, 1961 2004-05 & 2005-06 Commissioner of Excise

The Income Tax Act, 1961 2005-06 & 2006-07 CESTAT

The Income Tax Act, 1961 2010-11 Asst. Commissioner of Excise

The Income Tax Act, 1961 2003-04 Commissioner of Customs

The Income Tax Act, 1961 2008-09 Commissioner(A)

The Income Tax Act, 1961 2001-02 Board of Revenue 1997-98 High Court

The Income Tax Act, 1961 2001-02 High Court

The Income Tax Act, 1961 1997-98 High Court

The Income Tax Act, 1961 2004-05 Commissioner (Appeals)

The Income Tax Act, 1961 2004-05 Commissioner (Appeals) 2006-07 Tribunal

The Income Tax Act, 1961 2008-09 to 2011-12 Consumer Grievances Forum

(x) The company has no accumulated losses and has not incurred cash losses during the current financial year and immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to the banks or to the financial institutions. The company has not obtained any borrowing by way of 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.

(xiii) The company has given guarantee for loans taken by subsidiary company. In our opinion and based on the information and explanations given to us, the terms and conditions are not prejudicial to the interests of the company.

(xiv) On the basis of our examination of documents and records and according to the information and explanations given to us we are of the opinion that the company has deployed the term loan funds for the purpose for which they were obtained.

(xv) According to the information and explanations given to us, on an over all examination of the balance sheet of the company, we report that no funds raised on short term basis, have been used for long term investment.

(xvi) During the year, the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act, 1956.

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

(xviii)The company has not raised any money by way of public issue during the year.

(xix) 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.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company’s business / activities during the year are such that paragraphs:

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments of company (Auditors’ Report) Order, 2003 are not applicable to the company.

For KANTILAL PATEL & CO.,

CHARTERED ACCOUNTANTS

[Firm Reg.No.104744W]

[Jinal A. Patel]

Partner

Place : Ahmedabad

Date : May 25, 2013 Membership No.: 153599


Mar 31, 2012

1. We have audited the attached balance sheet of Gujarat Ambuja Exports Limited as at March 31, 2012 and also the related 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 auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of the books.

(iii) The balance sheet, Statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, Statement of Profit and Loss and cash flow statement dealt with by this report comply with accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of the written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the directors are 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.

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

(a) In the case of the balance sheet, of the state of affairs of the company as at 31st March 2012.

(b) In the case of the Statement of profit & 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 REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF GUJARAT AMBUJA EXPORTS LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2012.

On the basis of the records produced to us for our verification / perusal, such checks as we considered appropriate, and in terms of information and explanations given to us on our enquiries, we state that :-

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

(b) The company's management has provided us with a representation that it has a phased programme of verification of fixed assets (i.e. once in a two years) and in accordance with such programme, the company has carried out a physical verification of certain fixed assets during the year and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off during the year substantial part of its fixed assets.

(ii) (a) Physical verification at reasonable intervals has been carried out by the management in respect of inventory except stocks lying with the clearing agents, which have been confirmed by the parties. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventory and the discrepancies noticed on such physical verification as compared to book records were not material and have been adequately dealt with in the books of accounts.

(iii) The company has not granted or taken any loan secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. And hence, paragraphs 4(iii) (a to g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us during the course of the audit, the company has a generally adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to the sale of goods and services. On the basis of our examination of the books of accounts and other records, we are of the opinion that there is no major weakness in the internal control system in respect of these areas.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

(a) In our opinion, 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.

(b) According to the information and explanations given to us where each such transaction made in pursuance of such contracts or arrangements in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at the prices, which are prima facie reasonable, having regard to the prevailing market prices available with the company for such transactions or prices at which transactions for similar goods have been made with other parties at the relevant time.

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

(vii) In our opinion, the company has an Internal Audit System commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of records with a view to determine whether they are accurate or complete.

(ix) (a) The company is generally regular in depositing Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other material statutory dues to appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March, 2012 for the period of more than six months from the date they become payable except,

Sr Nature of the statute Nature of dues Amount(In Rs.) Period to which amount relates

1 Mandi Tax, Akola Mandi Tax 1,41,619 2010-11

2 Mandi Tax, Akola Mandi Tax 2,35,873 2011-12

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the details of disputed amounts in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, and Excise Duty / Cess not deposited with the appropriate authorities are as follow:

Sr Nature of the statute Nature of dues Amount Period to which Forum where the No. in Rs. amount relates dispute is pending

1 The Income Tax Act, 1961 Appeal Preferred by the Company Disallowances of expenses 1,664,435 A.Y 1995-96 ITAT

Disallowances of claims 19,373,234 A.Y. 2005-06 ITAT Disallowances of expenses 773,250 A.Y 2007-08 ITAT

5,207,114 A.Y. 2008-09 ITAT

Tax Collected at Source 95,108,759 A.Y. 2009-10 CIT(A)

Dis allowances of expenses 728,878 A.Y. 2009-10 ITAT

Tax Collected at Source 55,302,550 A.Y 2010-11 CIT(A)

68,600,121 A.Y. 2011-12 CIT(A)

10,565,248 A.Y 2012-13 CIT(A)

Appeal Preferred by the Department Dis allowances of expenses 6,238,399 A.Y 1996-97 Supreme Court

Dis allowances of claims 366,568 A.Y 2006-07 ITAT

Dis allowances of expenses 2419488 A.Y 2007-08 ITAT

113,684,213 A.Y. 2008-09 ITAT

144,101,890 A.Y. 2009-10 ITAT

2 The Bombay Sales of Motor Spirit Taxation Act, 1958 Exemptions 171,732 1997-98 Tribunal

3 The Central Excise Act, 1944 Classifi cation 43,443,083 2004-05 & 2005-06 CESTAT

Additional Demand 349,733 2005-06 & 2006-07 CESTAT

Service tax on charges 93,428 2010-11 Asst. Commissioner of Excise

4 The Customs Act, 1962 Differential Duty 359,056 2003-04 Commissioner of Customs

DEPB license 1,979,518 2005-06 Asst. Commissioner of Customs

13,158,158 2008-09 Commissioner(A)

5 Indian Stamp Act, 1899 (MP) Stamp duty 5,860,000 2001-02 Board of Revenue

Stamp Duty 125,290 1997-98 High Court

6 Krishi Upaj Mandi Adhiniyam, 1972 Mandi Tax 227,600 2001-02 High Court

7 The Gujarat Sales Tax Act, 1969 Purchase Tax 423,464 1997-98 High Court

Disallowance of sales & levy 6,609,672 2004-05 Commissioner (Appeals) of interest & penalty

8 Central Sales Tax Act, 1956 Disallowance of sales, 9,951,959 2004-05 Commissioner (Appeals) non- Production of 'C' Forms

9 Gujarat Value Added Tax Act,2003 Reversal of Credit on Consignment sales 5,088,830 2006-07 Commissioner (Appeals)

10 The Bombay Electricity Duty Act, 1958 Additional Demand charges 6,271,529 2008-09 & 2009-10 Consumer Grievances Forum

(x) The company has no accumulated losses and has not incurred cash losses during the current financial year and immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to the banks or to the financial institutions. The company has not obtained any borrowing by way of 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.

(xiii) The company has given guarantee for loans taken by subsidiary company. In our opinion and based on the information and explanations given to us, the terms and conditions are not prejudicial to the interests of the company.

(xiv) On the basis of our examination of documents and records and according to the information and explanations given to us we are of the opinion that the company has deployed the term loan funds for the purpose for which they were obtained.

(xv) According to the information and explanations given to us, on an over all examination of the balance sheet of the company, we report that no funds raised on short term basis, have been used for long term investment.

(xvi) During the year, the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act, 1956.

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

(xviii) The company has not raised any money by way of public issue during the year.

(xix) 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.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company's business / activities during the year are such that paragraphs:

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments of company (Auditors' Report) Order, 2003 are not applicable to the company.

For KANTILAL PATEL & CO.,

CHARTERED ACCOUNTANTS

[Firm Reg.No.104744W]

[Rajesh.G.Shah]

Place : Ahmedabad Partner

Date : May 19, 2012

Membership No.: 36782

 
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