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Auditor Report of Gujarat Ambuja Exports Ltd.

Mar 31, 2023

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOPINION

We have audited the accompanying standalone financial statements of Gujarat Ambuja Exports Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''standalone financial statements’).

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 Companies Act, 2013 (the "Act"), in the manner so required, and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting

principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S.

No.

Key Audit Matter

Auditor''s Response

1

Inventory Existence and its Valuation

As of March 31, 2023, the Company’s inventory amounted to 665.10 Cr. This inventory is held in the Company’s plants, depots, and warehouses located throughout India. At each storage location, inventory is stored in various facilities such as warehouses, sheds, silos, containers, and yards. We gave special attention to this matter due to the following reasons:

? The inventory balance significantly impacts the profit and financial position statements.

? Determining the exact quantities of inventory on hand is complex, given the large number, diverse locations, and varying storage facilities involved.

We attended in inventory counts at selected locations, Chalisgaon, Himmatnagar and Kadi plants, based on their financial significance and risk. For locations we didn’t attend, we assessed certain controls related to inventory existence and value.

Our Audit procedures comprised:

? Choosing a sample of inventory items and comparing the counted quantities with the recorded quantities. We then verified any differences found during physical verification to ensure accurate accounting.

? Observing a sample of management’s inventory count procedures to evaluate compliance with the company’s process.

S.

No.

Key Audit Matter

Auditor''s Response

? Making inquiries about non-moving inventory items and examining the conditions of items counted.

? Assessing a selection of controls over inventory existence across the company. Additionally, we confirmed the inventory held by a third party at port.

? Checking approvals for reviewing selling prices, authorizing and recording costs, and ensuring that subsequent selling prices exceed the inventory’s accounted value.

? Testing the valuation of inventory in line with Indian Accounting Standard -2.

? Testing the design, implementation, and effectiveness of key controls management established for provision computations and to ensure inventory provision accuracy.

We identified no significant exceptions from these Procedures.

2

Capitalisation of Property , Plant and Equipment

During the year , the company has capitalised Property, Plant and Equipment at Malda Plant which amounted to '' 263.01 crores. Further items of Property , Plant and Equipment that are ready for intended use at Malda Plant as determined by management have been capitalised.

Significant level of judgement is involved to ensure that the aforesaid additions meet the recognition criteria of Ind AS 16-Property Plant and Equipment. As a result , the aforesaid matter was determined to be a key audit matter.

Our audit procedure included the following substantive procedures:

? We assessed the nature of the additions made to Property, Plant and Equipment and capital work-inprogress on a test check basis to test that they meet the recognition criteria as set out in para 16 to 22 of Ind AS 16.

? We assessed the capitalisation process and tested the design and operating effectiveness of the controls in the process.

? Reviewed the project completion details provided by the management to determine whether the asset is in location and condition necessary for it to be capable of operating in the manner intended by the management.

? Assessed the useful life of the capitalised property, plant and equipment is in line with the useful life given under the Companies Act, 2013 and disclosure is given for the assets for which useful life is different from the Companies Act, 2013.

Based on the above procedures, management’s assessment in respect of Capitalisation of Property, Plant and Equipment in the Standalone Financial Statements are considered to be adequate.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Board’s Report including Annexures to the Board’s Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditors’ report thereon. The other information is expected to be made available to us after the date of this auditors’ report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to communicate the matter to those charged with governance as required under SA 720 ’The Auditors’ responsibilities relating to other Information’. We have nothing to report in this regard.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of 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, including total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act and the rules thereunder, as amended. 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 standalone financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management or Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

? Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

? Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

The standalone financials statement of the Company for the year ended March 31, 2022 have been audited by the predecessor auditor who expressed an unmodified opinion on those standalone financials statements on May 28, 2022. Our report on the standalone financial statements 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, 2020 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ''Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, based on our audit, 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 as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the standalone financial statements comply with the Ind AS specified under section 133 of the Act and the Rules thereunder, as amended.

(e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023, from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to the financial statements and the operating effectiveness of such controls, refer to our separate Report in ''Annexure B'' to this report.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of sub-section (16) of Section 197 of

the Act, as amended, we report that to the best of our information and according to the explanations given to us, remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

(h) 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 standalone financial statements. Please refer Note No. 33.

(ii) The Company did not have any long-term contracts including derivative 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.

(iv) (a) The management has represented

that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in

writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as provided in (a) and (b) above, contain any material misstatement.

(v) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 14 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For Kantilal Patel & Co.,

Chartered Accountants Firm’s Registration No.: 104744W

JINAL A. PATEL

Partner

Membership No.: 153599

Place: Ahmedabad Date: May 06, 2023 UDIN: 23153599BGVAXN6185


Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS

Opinion

We have audited the accompanying standalone financial statements of Gujarat Ambuja Exports Limited (the "Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''standalone financial statements'').

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 Companies Act, 2013 (the "Act”), in the manner so required, and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS”) and other accounting

principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

S. No.

Key Audit Matter

Auditor''s Response

1.

Valuation Of Financial Instrument

Our Audit procedures included:

The Company has various types of financial Instruments namely Pre-shipment Credit in Foreign Currency (PCFC), Forward Contract, Buyer line of credit, Trade Payable, Trade Receivables, and others. All these financial instruments have been revalued on mark to market basis

• Understanding of the Company''s valuation of financial instrument process from initiation to settlement of the same including assessment of the design and the implementation of controls, and tested the operating effectiveness of these controls.

at the spot rate of the Reserve Bank of India as on March 31,2022.

• We assessed Company''s accounting policy for financial instrument in accordance with Ind AS.

We focused on this matter because:

• these transactions may have significant financial impact due to fluctuation in Rupee movement

• We have tested the existence of financial instruments on sample basis by tracing to the confirmation obtained from the respective banks/parties

versus US dollar and have extensive accounting and reporting obligations.

• We tested management''s documentation and contracts, on sample basis.

• We have performed the year end valuation of financial instrument on sample basis and compared this valuation with those recorded by the Company including assessing the valuation methodology and key assumptions used therein.

S. No.

Key Audit Matter

Auditor''s Response

2.

Inventory Existence and carrying value

We attended inventory counts at locations Kadi,

The Company recognised inventory of '' 666.16 Cr. at

Himmatnagar - Biochemical and Cotton Spinning division,

March 31, 2022. Inventory is held by Company''s plants,

selected based on financial significance and risk. Where

depots and warehouses across India. Within each storage

locations were not attended, we tested certain controls

location, inventory is stored in warehouses, sheds, Silo,

over inventory existence and its carrying value.

containers, yards.

Our Audit procedures included:

We focused on this matter because of the:

• Selected a sample of inventory items and compared

• significance of the inventory balance to the profit

the quantities we counted with the quantities

and statement of financial position • complexity involved in determining inventory quantities on hand due to the number, location and

recorded, and for the differences found during physical verification, if any, we have verified that the same has been accounted.

diversity of inventory storage locations.

• Observed a sample of management''s inventory count procedures, to assess compliance with the Company process, and

• Made enquiries regarding non-moving inventory items and inspected the conditions of items counted.

• We have also evaluated a selection of controls over inventory existence across the Company. Also obtained confirmation for the inventory which is lying with third party at port.

• Testing the Company''s controls by checking approvals over reviewing selling price, authorising and recording of costs and comparing that the subsequent selling price is higher than the amount at which inventory is accounted.

• Testing of the valuation of inventory as per applicable Indian Accounting Standard -2.

• Testing the design, implementation and operating effectiveness of the key controls management has established for provision computations and to ensure the accuracy of the inventory provision.

There were no significant exceptions noted from these

procedures.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Board''s Report including Annexures to the Board''s Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the consolidated financial statements and our auditors'' report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditors'' responsibilities relating to other Information''. We have nothing to report in this regard.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of 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, including total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act and the rules thereunder, as amended. 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management or Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work: and

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31,2022 and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ''Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, based on our audit, 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 as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the standalone financial statements comply with the Ind AS specified under section 133 of the Act and the Rules thereunder, as amended.

(e) On the basis of the written representations received from the directors as on March 31, 2022, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022, from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to the financial statements and the operating effectiveness of such controls, refer to our separate Report in ''Annexure B'' to this report.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of sub-section (16) of Section 197 of the Act, as amended, we report that to the best of our information and according to the explanations given to us, remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

(h) 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 standalone financial statements. Please refer Note No. 35.

(ii) The Company did not have any long-term contracts including derivative 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.

(iv) (a) The management has represented

that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities

identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, as provided in (a) and (b) above, contain any material misstatement.

(v) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 14 to the standalone Ind AS financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For Arpit Patel & Associates

Chartered Accountants

Firm''s Registration No.: 144032W

Arpit K. Patel

Partner

Membership No.: 034032

UDIN: 22034032AKWGBO3664

Place: Ahmedabad

Date: May 28, 2022


Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of Gujarat Ambuja Exports Limited (the “Company”), which comprise the Balance sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of Significant Accounting Policies and other explanatory information. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013, (the “Act”) with respect to the preparation of these IND AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015, (as amended) under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the IND AS 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the IND AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the IND AS 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 IND AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 IND AS 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 IND AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND AS 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, 2018 and its profit (including Other Comprehensive Income) and its cash flows and the changes in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (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 explanation to us, we give in the Annexure A, a statement on the matters specified in the paragraph 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 (including other Comprehensive income), the Cash Flow Statement and Statement of Changes in Equity 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, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 positions in its financial statements - Refer Note No. 36.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure A to the Auditor’s Report

The Annexure referred to in Independent Auditor’s Report to the members of the Company on the financial statements for the year ended 31st March, 2018

We report that:

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

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/fixed assets are held in the name of the Company except land amounting Rs.4.07 crore which is under the process of transfer in the name of Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them as at 31st March, 2018 and no material discrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships 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) and (c) of the Order are not applicable to the Company and hence not commented

(iv) In our opinion and according to the information and explanations given to us, provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and guarantees and securities given have been complied with by the Company, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit form the public within the meaning of Sections 73 to 76 of the Act and the Rules framed under. Therefore, the provision of clause 3(v) of the order is not applicable.

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

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employee state insurance, income-tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess, goods and services tax and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess, goods and services tax and other material statutory dues were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and goods and services tax which have not been deposited as on 31st March, 2018 on account of disputes are as follows:

Sr. No.

Name of the statute

Nature of the dues

Amount (Rs. in Crores)

Period to which the amount

Forum where the dispute is pending

1

The Income Tax Act, 1961

Appeal Preferred by the Department

Disallowance of 80-IC -Foreign commission

0.56

AY 2012-13

ITAT

Disallowance of 80-IA & Foreign commission

1.64

AY 2013-14

ITAT

Appeal Preferred by the Company

Disallowance of 80IA & Foreign Commission

5.09

AY 2014-15

ITCA

2

The Bombay Sales of Motor Spirit Taxation Act, 1958

Exemptions

0.017

1997-98

Tribunal

3

The Central Excise Act, 1944

Service tax on charges

0.009

2010-11

Asst. Commissioner of Excise

4

The Customs Act, 1962

Differential Duty

0.04

2003-04

Commissioner of Customs

DEPB license

1.32

2008-09

Commissioner(A)

Recovery of benefits obtained under Focus Market Scheme

1.55

2008-12

DGFT

5

Krishi Upaj Mandi Adhiniyam, 1972

Mandi Tax

0.02

2001-02

High Court

6

The Gujarat Sales Tax Act,

Purchase Tax

0.04

1997-98

High Court

1969

Disallowance of sales & levy of interest & penalty

0.13

2004-05

Commissioner (Appeals)

Item sold as tax free considered to be taxable

0.31

2014-15

Commissioner (Appeals)

Item sold as tax free considered to be taxable

0.02

2014-15

Commissioner (Appeals)

7

Central Sales Tax Act, 1956

Disallowance of sales, non-Production of ‘C’ Forms

0.77

2004-05

Commissioner (Appeals)

8

Karnataka Sales Tax Act, 1957

Disallowance of ITC on account of Mismatch

0.04

2013-14

Commissioner (Appeals)

Disallowance of ITC on account of stock Transfer

0.08

2012-13

Commissioner (Appeals)

Liability of Maize Husk sold as tax free

0.03

2012-13

Commissioner (Appeals)

9

The Bombay Electricity Duty Act, 1958

Additional Demand charges

1.64

2008-09

Consumer Grievances Forum

10

The Karnataka Electricity Duty Act, 1959

Taxes on Consumption & sale of Electricity

1.13

2015-16 to 2017-18

Deputy Chief Electrical Inspector Dharvar, Government of Karnataka

11

Food & Safety Act. Substandard

Not meeting food & safety dues

0.003

2015-16

Food & Safety Tribunal, Gandhinagar

Food and Safety Act. Sub-

0.05

2016-17

A.D.M. and Adjudicating officer Meerut

Standard

0.05

2017-18

A.D.M. and Adjudicating officer Meerut

0.05

2017-18

A.D.M. Court Dhar

12

Other

Motor Accident Claim

0.003

2009-10

Mehsana Motor Accident Claim Tribunal

(viii) Based on our examination of the records, and according to information and explanations given by the management, the 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.

(ix) Based on the information and explanations given by the management and on an overall examination of the balance sheet, we are of the opinion that term loans have been applied for the purposes for which they were raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order is not applicable to the Company.

(xiii) Based on our examination of records of the Company and according to the information and explanations given to us, the transactions with related parties are in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the IND AS Financial Statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, provisions of clause 3(xiv) are not applicable to the Company.

(xv) Based on the examinations of the records and according to the information and explanations given by the management, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure B to the Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For ARPIT PATEL & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No. 144032W

Arpit Patel

Date : 19th May, 2018 Partner

Place: Ahmedabad Membership No.: 034032


Mar 31, 2017

Report on the Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying Ind AS financial statements of GUJARAT AMBUJA EXPORTS LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS 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 Ind AS financial statements that gives a true and fair view of the financial position, financial performance (including other comprehensive income) and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

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 Ind AS 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 of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by ICAI. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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, 2017 and its profit (including Other Comprehensive Income) and its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A” a statement on the matters specified in Paragraphs 3 and 4 of the Order.

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 (including Other Comprehensive Income) , the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standard 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, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B”;

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

I. The Company has disclosed the impact of pending litigations on its financial positions in its financial statements - Refer Note No. 37.

II. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

IV. The Company has provided requisite disclosures in the financial statements as to holding as well as dealings in Specified Bank notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced by us by the management - Refer Note No. 52.

Annexure referred to in paragraph under the heading "Report on other legal and regulatory requirements" of our report of even date

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

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/ fixed assets are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them as at 31st March 2017 and no material discrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships 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) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of Sections 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit form the public within the meaning of Sections 73 to 76 of the Act and the Rules framed under. Therefore, the provision of clause 3(v) of the order is not applicable.

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

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employee state insurance, income-tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess which have not been deposited as on 31st March, 2017 on account of disputes are as follows:

Sr.

No.

Name of the statute

Nature of the dues

Amount

Period to which the amount relates

Forum where the dispute is pending

(Rs. in crores)

1

The Income Tax Act, 1961

Appeal Preferred by the Department

Disallowance of 80-IC Foreign commission

0.56

AY 2012-13

ITAT

Appeal Preferred by the Company

Disallowance of 80-IA & Foreign commission

1.64

AY 2013-14

ITCA

2

The Bombay Sales of Motor Spirit Taxation Act, 1958

Exemptions

0.017

1997-98

Tribunal

3

The Central Excise Act, 1944

Additional Demand

0.03

2005-06 & 2006-07

CESTAT

Service tax on charges

0.009

2010-11

Asst. Commissioner of Excise

Demanding duty on packing material HDPC

0.06

2004-05

CESTAT

4

The Customs Act, 1962

Differential Duty

0.04

2003-04

Commissioner of Customs

DEPB license

1.32

2008-09

Commissioner(A)

Recovery of benefits obtained under Focus Market Scheme

1.98

2008-12

DGFT

5

Krishi Upaj Mandi Adhiniyam, 1972

Mandi Tax

0.02

2001-02

High Court

6

The Gujarat Sales Tax Act, 1969

Purchase Tax

0.04

1997-98

High Court

Disallowance of sales & levy of interest & penalty

0.13

2004-05

Commissioner (Appeals)

Item sold as tax free considered to be taxable item

0.55

2014-15

Commissioner (Appeals)

Item sold as tax free considered to be taxable item

0.51

2014-15

Commissioner (Appeals)

7

Central Sales Tax Act, 1956

Disallowance of sales, nonProduction of ''C'' Forms

0.85

2004-05

Commissioner (Appeals)

8

The Bombay Electricity Duty Act, 1958

Additional Demand charges

1.63

2008-09

Consumer Grievances Forum

9

Food & Safety Act. Sub- standard

Not meeting food & safety dues

0.05

2015-16

Dist. Magistrate, Uttarakhand

0.003

2015-16

Food & Safety Tribunal, Gandhinagar

Food and Safety Act. Sub-Standard

0.05

2016-17

A.D.M. and Adjudicating officer Meerut

10

Other

Motor Accident Claim

0.003

2009-10

Mehsana Motor Accident Claim Tribunal

(viii) Based on our examination of the records, and according to information and explanations given by the management, the 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.

(ix) Based on the information and explanations given by the management and on an overall examination of the balance sheet, we are of the opinion that term loans have been applied for the purposes for which they were raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the Ind AS financial statements and according to the information and explanations given by the management read together with Note No. 51, we are of the opinion that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi Company. Therefore, the provisions of clause 3(xii) of the order is not applicable to the Company.

(xiii) Based on our examination of records of the Company and according to the information and explanations given to us, the transactions with related parties are in compliance with the Provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, provisions of clause 3(xiv) are not applicable to the Company.

(xv) Based on the examinations of the records and according to the information and explanations given by the management, during the year. The Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For KANTILAL PATEL & CO.,

CHARTERED ACCOUNTANTS

Firm Reg. No. : 104744W

Jinal Patel

Place: Ahmedabad Partner

Date: 13th May, 2017 Membership No. : 153599


Mar 31, 2016

We have audited the accompanying financial statements of GUJARAT AMBUJA EXPORTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit & 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 financialstatements 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 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. 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.

"Annexure A"
Annexure referred to in paragraph under the heading "Report on other legal and regulatory requirements" of our report of even date

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

(b) Fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying
them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to information and explanations given by the management, the title deeds of immovable properties included in property,
plant and equipment/fixed assets are held in the name of the Company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.
No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them
as at 31st March 2016 and no material discrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,
firms, Limited Liability Partnerships 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) and (c) of the Order are not applicable to the Company and hence not commented
upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of Sections 185 and 186 of the Companies
Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given,
investments made and guarantees and securities given have been complied with by the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public within the
meaning of Sections 73 to 76 of the Act and the Rules framed under.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government
for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, related to the manufacture of edible oil, cotton
yarn, inorganic chemicals and drugs and pharmaceuticals and are of the opinion that prima facie, the specified accounts and records
have been made and maintained. We have not, however, made a detailed examination of the same.


(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees''
state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory
dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees'' state insurance, income-tax, , service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other
material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became
payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, duty of custom, duty of excise,
value added tax and cess on account of any dispute, are as follows:

Sr. Name of the statute Nature of the dues Amount (Rs, in crores)
No. (Demand less paid)

1 The Income Tax
Act, 1961
Appeal Preferred
by the Disallowance of 80-IC 0.56
Department Foreign commission

Appeal Preferred
by the Disallowance of 80-IA 1.64
Company & Foreign commission

2 The Bombay
Sales of Exemptions 0.02
Motor Spirit
Taxation Act,
1958

3 The Central
Excise Act, Additional Demand 0.03

1944 Service tax on charges 0.009

4 The Customs
Act, 1962 Differential Duty 0.04

DEPB license 1.32

Recovery of benefits 1.98
obtained under Focus
Market Scheme

5 Krishi Upaj Mandi Mandi Tax 0.02
Adhiniyam, 1972

6 The Gujarat
Sales Tax Act, Purchase Tax 0.04

1969 Disallowance of sales 0.13
& levy of interest &
penalty

7 Central Sales
Tax Act, Disallowance of sales, 0.85
1956 non-Production of ''C
Forms

8 The Bombay
Electricity Additional Demand 1.34
Duty Act, 1958 charges

9 Food & Safety
Act. Sub- Not meeting food & 0.05
standard safety dues

Food & Safety Act. 0.03
Misbranded

Food & Safety
Act. Sub- 0.05
standard

Food & Safety
Act. Sub- 0.003
standard


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

The Income Tax
Act, 1961 AY 2012-13 ITAT
Appeal Preferred
by the Department

Appeal Preferred
by the Company AY 2013-14 ITCA

The Bombay Sales of
Motor Spirit
Taxation Act 1958 1997-98 Tribunal

The Central Excise
Act 1944 2005-06 &
2006-07 CESTAT

2010-11 Asst. Commissioner
of Excise

The Customs Act, 1962 2003-04 Commissioner of
Customs

2008-09 Commissioner(A)

2008-12 DGFT

Krishi Upaj Mandi
Adhiniyam, 1972 2001-02 High Court

The Gujarat Sales
Tax Act,1969 1997-98 High Court

2004-05 Commissioner
(Appeals)

Central Sales Tax Act 2004-05 Commissioner
1956 (Appeals)

The Bombay Electricity
Duty Act, 1958 2008-09 Consumer Grievances
Forud

Food & Safety Act.
Substandard 2015-16 Dist. Magistrate,
Uttarakhand

Food & Safety Act.
Misbranded 2015-16 Dist. Magistrate,
Uttarakhand

Food & Safety Act.
Substandard 2015-16 Adjudicating officer
& Residential
Additional Collector,
Ahmedabad

Food & Safety Act.
Substandard 2015-16 Food & Safety Tribunal,
Gandhinagar

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of
dues to the banks. The Company had not taken any loan from financial institution. The Company has not obtained any borrowing by way of
debentures.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and
according to the information and explanations given by the management and on an overall examination of the balance sheet, we report that term
loans were applied for the purposes for which those were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according
to the information and explanations given by the management, we report that no fraud /material fraud by the Company or on the
Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according
to the information and explanations given by the management, we report that the managerial remuneration has been paid/provided in
accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the
Company and hence not commented upon.


(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according
to the information and explanations given by the management, transactions with the related parties are in compliance with Sections
177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as
required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not
made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review
and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according
to the information and explanations given by the management, the Company has not entered into any non-cash transactions with
directors or persons connected with him.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IAof the Reserve Bank of India Act, 1934 are not
applicable to the Company.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("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.

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

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B";

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

I. The Company has disclosed the impact of pending litigations on its financial positions in its financial statements - Refer Note 27.1
of the financial statements.

II. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses,
if any, on long-term contracts including derivative contracts.

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

For KANTILAL PATEL & CO.,

CHARTERED ACCOUNTANTS

Firm Reg. No. : 104744W

Jinal A. Patel

Place : Ahmedabad Partner

Date : 30th April, 2016 Membership No.: 153599


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


Mar 31, 2011

1. We have audited the attached balance sheet of Gujarat Ambuja Exports Limited as at March 31, 2011 and also the related profit & loss account 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit & loss account 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 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub -section (1) of section 274 of the Companies Act, 1956.

(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 2011.

(b) In the case of the profit & loss account, 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 2011.

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 for the stocks in transit and 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(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 in respect of products where, pursuant to the rules made by the Central Government of india, the maintenance of cost records has been prescribed 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.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(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, 2011 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 7,17,757 2010-11

(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 Disallowances of expenses 16,64,435 A.Y.1995-96 ITAT

Disallowances of claims 1,93,73,234 A.Y.2005-06 ITAT

3,66,568 A.Y.2006-07 CIT(A)

31,92,738 A.Y.2007-08 CIT(A)

11,88,91,326 A.Y.2008-09 CIT(A)

14,48,30,767 A.Y.2009-10 CIT(A)

2. The Bombay Sales of Motor Spirit Taxation Act, 1958 Exemptions 1,71,732 1997-98 Tribunal

3. The Central Excise Act, 1944 Classification 4,34,43,083 2004-05 &2005-06 CESTAT

Additional Demand 2,99,272 2004-05 & 2005-06 CESTAT

Additional Demand 50,461 2006-07 CESTAT

4. The Customs Act, 1962 Differential Duty 3,59,056 2003-04 Commissioner of Customs

Differential Duty 2,38,021 2006-07 CESTAT

DEPB license 19,79,518 2005-06 Asst. Commissioner of Customs

1,31,58,158 2008-09 Commissioner (A)

5. Indian Stamp Act, 1899 (MP) Stamp duty 58,60,000 2001-02 Board of Revenue

6. Indian Stamp Act, 1899 (Gujarat) Stamp Duty 1,25,290 1997-98 High Court

7. Krishi Upaj Mandi Adhiniyam, 1972 Mandi Tax 2,27,600 2001-02 High Court

8. The Gujarat Sales Tax Act, 1969 Sales Tax 3,45,323 1996-97 Tribunal

Purchase Tax 4,23,464 1997-98 High Court

Disallowance of sales & levy of 66,09,672 2004-05 Commissioner (Appeals) interest & penalty

9. Central Sales Tax Act, 1956 Disallowance of sales, non-Production of ‘C' Forms 99,51,959 2004-05 Commissioner (Appeals)

10. Gujarat Value Added Tax Act,2003 Reversal of Credit on Consignment sales 50,88,830 2006-07 Commissioner (Appeals)

11. The Bombay Electricity Duty Act, 1958 Additional Demand charges 62,19,917 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 27, 2011 Membership No.: 36782


Mar 31, 2010

1. We have audited the attached balance sheet of Gujarat Ambuja Exports Limited as at March 31, 2010 and also the related profit & loss account and 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.

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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit & loss account 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 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub -section (1) of section 274 of the Companies Act, 1956.

(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 2010.

(b) In the case of the profit & loss account, 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 2010.

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 companys 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) Company has not disposed off during the year, substantial part of fixed assets.

(ii) (a) Physical verification at reasonable intervals has been carried out by the management in respect of inventory except for the stocks in transit and 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, in respect of “Textile” products and are of the opinion that prima facie the prescribed records have been maintained. We have however not made a detailed examination of records. (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. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(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, 2010 for the period of more than six months from the date they become payable.

(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 respact 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.

1. The Income Tax Act, 1961 Disallowances of expenses 16,64,435

Disallowance of claims & penalty 1,49,15,402

Disallowances of claims 1,93,73,234

2. The Bombay Sales of Motor Spirit Taxation Act, 1958 Exemptions 1,71,732

3. The Central Excise Act, 1944 Classification 4,34,43,083 Additional Demand 2,99,272

Additional Demand 50,461

Additional Demand 1,19,632

4. The Customs Act, 1962 Differential Duty 3,59,056 Additional Custom Duty 19,79,518

Differential Duty 2,38,021

5. Indian Stamp Act, 1899 (MP) Stamp duty 58,60,000

6. Krishi Upaj Mandi Adhiniyam, 1972 Mandi Tax 2,27,660

7. The Gujarat Sales Tax Act, 1969 Sales Tax 3,45,323

Purchase Tax 4,23,464

Disallowance of sales & levy of 66,09,672

interest & penalty

8. Central Sales Tax Act, 1956 Disallowance of sales, 99,51,959

non-Production of C Forms

9. The Bombay Electricity Duty Act, 1958 Additional Demand charges 61,80,748

Nature of the Statute Period to which Forum where the

amount relates dispute is pending

The Income Tax Act, 1961 A.Y.1995-96 ITAT

The Bpmbay Sales of Motor Spirit Taxation Act, 1958 A.Y.2003-04 ITAT

The Central Excise Act, 1944 A.Y.2005-06 ITAT

1997-98 Tribunal

2004-05 & 2005-06 CESTAT

2004-05 & 2005-06 CESTAT

2006-07 CESTAT

2008-09 & 2009-10 Asst. Commissioner of Central Excise

The Customas Act, 1962 2003-04 Commissioner of Customs

2005-06 Asst. Commissioner of Customs

2006-07 CESTAT

Indian Stam Act, 1899 (MP) 2001-02 Board of Revenue

Krishi Upaj Mandi Adhiniyam, 1972 2001-02 High Court

The Gujarat Sales Tax Act, 1969 1996-97 Tribunal

1997-98 High Court

2004-05 Commissioner (Appeals)

Central Sales Tax Act, 1956 2004-05 Commissioner (Appeals)

The Bombay Electricity Duty Act, 1958 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 Registration No. 104744W

[Rajesh G. Shah]

Place : Ahmedabad Partner

Date : July 28, 2010 Membership No.: 36782

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