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Auditor Report of Kohinoor Foods Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Kohinoor Foods Limited (âthe companyâ), which comprises 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 Change in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and change in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified 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 control, that were operating enectively 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.

Auditorâs 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs 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 Companyâs 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, based upon information and explanation 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its losses (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

(1) As stated in Note 4 to the standalone financial statements, the company has adjusted the value of inventories by Rs 24445.09 Lacs as at the date of transition i.e. April 1,2016, by reducing the amount of Borrowing cost included in the value of inventories.

(2) As stated in Note 6 (c) to the standalone financial statements, regarding companyâs investment in its wholly owned subsidiary, Kohinoor Foods USA Inc., amounting to Rs 3978.45 Lacs. This subsidiary company has been incurring continuous losses and its net worth is fully eroded. However, based on factors regarding future business plan, growth prospects of subsidiary as described in the said note, Management believes that the realizable value is higher than the carrying value of the investment due to which Investments are recognised at carrying value.

(3) As stated in Note 41 to the standalone financial statements, the company has not made Provision for the demand raised by various authorities as the matters are pending before various Appelatte forum.

(4) As stated in Note 44 of standalone financial statement, as per information and explanation given to us, the company has not paid interest to banks and its outstanding balance in loan accounts has exceeded its drawing power since February, 2018.

(5) As stated in Note No. 50 of standalone financial statement, balances of debtors, creditors, loan and advances are subject to confirmation.

(6) As stated in Note No. 5 of standalone financial statement, the management has upwardly revalued the carrying amount of Fixed assets by Rs 15885.18 Lacs as at the date of transition i.e. April 1,2016, which consequently resulted in increase of revaluation reserve.

(7) We draw your attention to clause (ii) of Annexure-A to our report, we did not have occasion to overview the physical stock taking done by the management during the financial year 2017-18 and have relied on the information and explanations provided to us by the management.

Our opinion is not modified in respect of these matters.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) 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 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 standalone financial statement dealt with in the report are in agreement with the books of account and return;

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules;

e) On the basis of the written representations received from the directors and 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 âAnnexure Bâ; and

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

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 41 to the financial statements;

ii. Except for the possible effects of the matter described in the basis for emphasis of mater paragraph, the company has made provision, as required under the applicable law or IndAS, for material foreseeable losses, if any, on long-term contracts including derivative contracts- Refer Note 19 and 24 to the financial statements;

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 Auditorsâ Report

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the standalone 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 assets

(b) According to explanation given to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) According to information and explanation given to us physical verification of inventory has been conducted at reasonable intervals by the management. However, we did not have occasion to overview the physical stock taking. Further according to information and explanation given to us no material discrepancy was noticed in such verification by management.

(iii) According to information and explanation given to us The Company has granted unsecured loans to company covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ).

(a) according to information given to us the terms and conditions of grant of such loan is not prejudicial to the interest of the Company

(b) according to information given to us the schedule of repayment of loan is not specified and is repayable on demand.

(c) according to information given to us, there is no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) To the best of our knowledge and explanation given to us, the company has not accepted any deposit from the public.

(vi) To the best of our knowledge and explanation given to us, the cost records specified by the Central Government under subsection (1) of section 148 of the Companies Act have been made and maintained by the company. However, we have not made a detailed examination of the cost 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 books of accounts, the Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues to the appropriate authority.

(b) According to information and explanations given to us, the following dues of income tax, sales tax, service tax, duty of excise, and value added tax have not been deposited bythe Company on account of disputes:

Nature of Dues	Amount (Rs. in Lacs)	Period to which the Amount relates	Forum where dispute is pending
Income Tax	346.70	2002-03 to 2008-09	High Court of Delhi
Income Tax	116.83	2002-03 to 2008-09	ITAT Delhi
Income Tax	127.93	2009-10	Income Tax Appelatte Tribunal- (New Delhi)
Income Tax	3679.11	2010-11	Income Tax Appelatte Tribunal- (New Delhi)
Income Tax	1420.98	2011-12	Income Tax Appelatte Tribunal- (New Delhi)
Income Tax	2294.97	2012-13	CIT (A)
Income Tax	671.21	2013-14	CIT (A)
Income Tax	1251.89	2014-15	CIT (A)
Sales Tax - Delhi	122.00	1991-92 to 2000-01	Commissioner of Sales Tax (Delhi)
Sales Tax - Amritsar	455.82	2009-10 to 2010-11	Deputy Excise & Taxation Commission (Appeal)
Sales Tax - Haryana	732.35	2008-09	VAT Tribunal, Haryana
Sales Tax - Haryana	52.64	2014-15	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	98.60	2010-11	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	132.21	2011-12	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	28.51	2009-10	VAT Tribunal, Haryana
Sales Tax - Haryana	46.39	2012-13	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Excise Duty	42.90	April 2005 to February 2006	CCE (Appeals)
Service Tax	9.12	2004-05 to 2008-09	Service Tax Appelatte Tribunal (New Delhi)

(viii) Based on our audit procedure and as per the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of loan or borrowing to a financial institution, bank or government.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). However, company raise money by way of term loan, which were applied for the purposes for which those are raised.

(x) 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 to us managerial remuneration paid or provided in accordance with requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered undersection45-IAof the Reserve Bank of India Act 1934.

Annexure - B to the Auditorsâ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Kohinoor Foods Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 (âICAIâ). 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ 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 âGuidance Noteâ) 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 Institute of Chartered Accountants of India. 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 auditorâs 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 Companyâs 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, 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.

Place: New Delhi

Date: 30^th May, 2018 For RAJENDER KUMAR SINGAL & ASSOCIATES LLP

(CHARTERED ACCOUNTANTS)

FRN : 016379N

Sd/-

(Pankaj Gupta)

Partner

Membership No. 94909

Mar 31, 2016

Independent Auditors'' Report TOTHEMEMBERSOFKOHINOORFOODS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Kohinoor Foods Limited (âthe companyâ), which comprises the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory 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 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

a) Note -11(c) to the financial statements, the company has not made provision for the Diminution in the value of Investments as the Investment is strategic investment.

b) Note - 38(a)(i) to the financial statements, the company has not made Provision for the demand raised by Income Tax Authorities as the matter is pending before ITAT and DRP.

c) Note- 24 to the financial statements regarding the managerial remuneration paid to certain Directors of the company during the period from April 2015 to March 2016 in excess of the limit specified in the section 197 of the companies act, 2013, which is subject to approval of the central government. The company is in the process of obtaining the requisite approval from the central government for such excess remuneration.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2106 (âthe Orderâ) 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 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, and 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) The basis of the written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 âAnnexure Bâ; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 38 to 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 - Refer Note 5 and 9 to the financial statements;

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

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

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

b) According to explanation given to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company, except the one property which was in the name of Sachdeva Brothers Pvt. Limited, which is wholly owned subsidiary of Kohinoor Foods Limited. However the title deed of said property has been recorded in the name of Kohinoor foods limited on 12/04/2016.

ii. According to information and explanation given to us physical verification of inventory has been conducted at reasonable intervals by the management and according to information given to us no material discrepancies were noticed in such verification.

(a) according to information given to us the terms and conditions of grant of such loan is not prejudicial to the interest of the Company

(b) according to information given to us the schedule of repayment of loan is not specified and is repayable on demand.

(c) according to information given to us, There is no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

(v) The company has not accepted any deposited from the public

(vi) To the best of our knowledge and explanation given to us, the cost records specified by the Central Government under subsection (1) of section 148 of the Companies Act have been made and maintained by the company. However, we have not made detailed examination of the cost 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 books of accounts, the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues to the appropriate authority.

			(INR. In Lacs)
Nature of Dues	Amount	Period to which the Amount relates	Forum where dispute is pending
Income Tax	495.74	2002-03 to 2008-09	High Court of Delhi
Income Tax	329.04	2002-03 to 2008-09	CIT (A), New Delhi
Income Tax	2843.93	2009-10	Income Tax Appelatte Tribunal- (New Delhi)
Income Tax	3679.11	2010-11	Income Tax Appelatte Tribunal- (New Delhi)
Income Tax	1420.98	2011-12	DRP, New Delhi
Income Tax	2294.96	2012-13	CIT (A)
Sales Tax - Delhi	122.00	1991-92 to 2000-01	Commissioner of Sales Tax (Delhi)
Sales Tax - Amritsar	455.82	2009-10 to 2010-11	Deputy Excise & Taxation Commission (Appeal)
Sales Tax - Haryana	732.35	2008-09	VAT Tribunal,Haryana
Sales Tax - Haryana	52.64	2014-15	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	98.60	2010-11	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	132.21	2011-12	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Sales Tax - Haryana	28.51	2009-10	VAT Tribunal, Haryana
Sales Tax - Haryana	46.39	2012-13	Jt. Excise and Taxation Commissioner (Appeals), Rohtak
Excise Duty	42.90	April 2005 to February 2006	CCE (Appeals)
Service Tax	259.25	2004-05 to 2008-09	Service Tax Appelatte Tribunal (New Delhi)

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). However company raise money by way of term loan, which were applied for the purposes for which those are raised.

(xi) According to the information and explanations given to us managerial remuneration amounting to Rs. 202.67 lakh has been paid in excess of requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act. However company already filed an application with the central government for further approval of aforesaid remuneration. The Company has received a declaration from directors that if the approval from the central government is not received, they shall refund such sum to the company and until such sum is refunded or approval from central government is received, they will hold it in the trust for the company.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Kohinoor Foods Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that 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 Companies Act, 2013.

Auditors'' Responsibility

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. Companyâs 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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

Opinion

In our opinion, 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 31 March 2016, 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.

Place: Delhi

Date: 30th May, 2016

For RAJENDER KUMAR SINGAL & ASSOCIATES LLP

(CHARTERED ACCOUNTANTS)

FRN : 016379N

Sd/-

(Pankaj Gupta)

Partner

Membership No. 94909

Mar 31, 2015

We have audited the accompanying financial statements of Kohinoor Foods Limited ("the company"), which comprises the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 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 the maintenance of adequate accounting records in accordance with the provision 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 design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

a) Note Â 11(c) to the financial statements, the company has not made provision for the Diminution in the value if Investments as the Investment is strategic investment,

b) Note-38(a)(i)in the financial statements, the company has not made Provision for the demand raised by Income Tax Authorities as the matter is pending before ITAT and DRP.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2105 ("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 of the Matters specified in the paragraph 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account

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

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 11of the Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 38 to 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 - Refer Note 5 and 9 to the financial statements;

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

The Annexure referred to in our independent Auditor's Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

i. a. In our opinion, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and the nature of its assets. The management has confirmed that no discrepancies have been found.

ii.

a. As informed and represented to us, the management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable.

b. According to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. According to the information and explanation given to us, the company has maintained proper records of inventory and no discrepancies have been noticed on physical verification between physical stock and books records.

iii. a. On the basis of books and records produced before us, the company has granted unsecured loans, to two bodies corporate covered in the register maintained under section 189 of the Companies Act 2013 ("the Act").

b. In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the terms of arrangements do not carry any interest and the repayment schedule of loans is not specified and are repayable on demand. Accordingly, paragraph 3(iii) (a) and (b) of the Order is not applicable to the Company.

c. There are no overdue amounts of more than rupees one lakh in respect of loans granted to the bodies corporate listed in the registermaintainedundersection189oftheAct.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

v. In our opinion and according to information given to us, the company has not accepted deposits from the public, which come under the directives issued by the Reserve Bank of India & the provisions of section 73 to76 or any other relevant provisions of the Companies Act 2013 and rules framed there under.

vi. To the best of our knowledge and explanation given to us, the cost records specified by the Central Government under sub- section (1) of section 148 of the Companies Act have been made and maintained by the company. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. a. According to information and explanation given to us and on the basis of our examination of the books of accounts, the company has been regular in depositing undisputed statutory dues including provident fund, employees' state insurance, Income Tax, sales-tax, Wealth Tax, Service Tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues (wherever applicable) with the appropriate authorities. As explained to us, there are no arrears of statutory dues as at 31st March 2015 which are outstanding for a period of more than 6 month from the date they become payable.

b. According to the information and explanation given to us, there are no material dues of Wealth Tax and duty of customs which have not been deposited on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax, sales tax, value added tax, service tax and duty of excise have not been deposited by the company on account of disputes:

(INR. In Lacs)

Nature of Dues Amount Period to which the Forum where dispute is pending Amount relates

Income Tax 1920.64 2002-03 to 2008-09 High Court of Delhi

Income Tax 3585.51 2002-03 to 2008-09 ACIT, New Delhi

Income Tax 2843.93 2009-10 Income Tax Appelate Tribunal- (New Delhi)

Income Tax 3679.11 2010-11 Income Tax Appelate Tribunal- (New Delhi)

Income Tax 2688.57 2011-12 DRP, New Delhi

Sales Tax - Delhi 122.00 1991-92 to 2000-01 Commissioner of Sales tax (Delhi)

Sales Tax - Amirtsar 477.25 2009-10 to 2010-11 Deputy Excise & Taxation Commission (Appeal)

Sales Tax - Haryana 732.35 2008-09 VAT Tribunal, Haryana

Sales Tax - Haryana 124.16 2010-11 Jt. Excise and Taxation Commissioner (Appeals), Haryana

Excise Duty 42.90 April 2005 to February 2006 CCE (Appeals)

Service Tax 259.25 2004-05 to 2008-09 Service Tax Appelatte Tribunal (New Delhi)

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

viii) The Company has no accumulated losses at the end of the financial year, however it has incurred cash losses in the current financial year.

ix) Based on our audit procedure and as per the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

x) According to the information and explanation given to us, the company has given corporate guarantee of a sum of Rs. 13029.91 Lakhs for the loan taken by its wholly owned subsidiaries and other associates from banks. In our opinion, the term and condition on which the company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the company.

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

xii) As per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Place: Delhi

Date : 28th May, 2015 For RAJENDER KUMAR SINGAL & ASSOCIATES LLP

(CHARTERED ACCOUNTANTS) FRN : 016379N

Sd/- (Pankaj Gupta)

Partner Membership No. 94909

Mar 31, 2014

We have audited the accompanying financial statements of Kohinoor Foods Limited (''the Company'') which comprise the balance sheet as at 31st March, 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(i). In the case of the Balance Sheet, of the state of affairs of the Company as at March31, 2014;

(ii). In the case of the Statement of Profit And Loss, of the profit for the year ended on that date; and

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

Emphasis of Matter

We draw attention to Note-11(c) and to Note-38(a)(i) to the financial statements. The Company has not made provisions for the followings:

. Provisions for the Diminution in the value of Investments as the Investment is strategic investment

. Provision for the demand raised by Income Tax Authorities as the matter is pending before ITAT and DRP

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ( "the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the 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 subsection (3C) of section 211 of the Companies Act, 1956; and

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

The Annexure referred to in our report to the members of Kohinoor Foods Limited (''the Company'') for the year ended

31st March 2014. We report that:

i. In respect of its fixed assets:

a. In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. The Company is in the process of updating its records showing full particulars, including quantitative details and situations of fixed assets.

b. As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of assets.

c. The Company has disposed off some of the fixed assets which were not substantial, and therefore do not affect going concern assumption.

ii. In respect of its inventories:

a. As informed and represented to us, inventories were physically verified during the year by the management at reasonable intervals.

b. According to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

c. According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii. In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies

Act, 1956 and according to the information and explanation given to us:

a. The Company has given unsecured interest free loan to its Joint Venture Company covered in the register maintained under Section 301 of the Companies Act, 1956. At the year end, an amount outstanding against the loan granted to the above mentioned company aggregated to Rs. 18.51 Crores. The maximum balance outstanding during the year was Rs. 18.51 Crores. In our opinion, having regard to the long term involvement with the above mentioned company and considering the explanations given to us in this regard, the terms and conditions of the above loan are not, prima facie, prejudicial to the interests of the Company.

b. The Company has taken interest free unsecured loans from three directors covered in the register maintained under Section 301 of the Act. The aggregate amount outstanding at year end is Rs. 14.89 Crores and the loan is repayable on demand. In our opinion, considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. a. In our opinion and according to the information and explanations given to us, contracts or arrangements referred to in Section 301 of the Act have been entered in the register maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which appear reasonable as per information available with the company.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4(vi) of the said order are not applicable to the Company.

vii. In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii. We have broadly reviewed the books of account relating to material, labor and other items of cost maintained by the company pursuant to the rules prescribed by the central government for the maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that, the accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other material statutory dues as applicable with appropriate authorities except for some delay in depositing the same.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at March 31,2014 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are dues of Income Tax, Sales Tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31,2014 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :-

(INR. In Lacs)

Nature of Dues Amount Period to which the Amount relates

Income Tax 9487.02 2002-03 to 2008-09

Income Tax 2843.93 2009-10

Income Tax 2075.00 2010-11

Sales Tax- Delhi 122.00 1991-92 to 2000-01

Sales Tax-Amritsar 477.25 2009-10 to 2010-11

Excise Duty 42.90 April 2005 to February 2006

Service tax 259.25 2004-05 to 2008-09

Income tax (TDS/TCS) 0.74 2007-08 (4 Quarter)

Nature of Dues Forum where dispute is pending

Income Tax Income Tax Appelatte Tribunal- (New Delhi)

Income Tax Income Tax Appelatte Tribunal- (New Delhi)

Income Tax DRP, New Delhi

Sales Tax- Delhi Commissioner of Sales Tax (Delhi)

Sales Tax-Amritsar Deputy Excise & Taxation Commission (Appeal)

Excise Duty CCE (Appeals)

Service tax Service tax Appelatte Tribunal- (New Delhi)

Income tax (TDS/TCS) Commissioner of Income tax (Appeals)

x) The Company does not have any accumulated losses as at the end of the Financial Year and it has not incurred cash losses in the current and the immediately preceding year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) In our opinion and according to the information and explanations given to us, the Company is not a Chit fund / Nidhi / Mutual Benefit Fund / Societies. Accordingly paragraph 4(xiii) of the order is not applicable.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

xv) According to the information and explanation given to us, the Company has given corporate guarantee of a sum of Rs.15094.45 Lakhs for loans taken by its wholly owned subsidiaries from banks. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

xvi) According to the information and explanations given to us by the management, term loans were applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital.

xviii) During the period covered under audit, the company has made preferential allotment of 7,048,306 equity shares of Rs. 10/- per share, issued at a premium of Rs. 150/- per share on Preferential basis to parties and companies covered in the register maintained under section 301 of the Act. In our opinion and according to information and explanation given to us, the price at which the shares have been issued is not prejudicial to the Company.

xix) The company has no outstanding debentures as at the year end.

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

xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For RAJENDER KUMAR SINGAL&ASSOCIATES LLP (CHARTERED ACCOUNTANTS) FRN : 016379N

Sd/- (Pankaj Gupta) Partner Membership No. 094909

New Delhi Date: 29-May-2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kohinoor Foods Limited (''the Company'') which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(i). in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

(ii). in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii). in the case of the cash flow statement, of the cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note-11(c) and to Note-39(a)(i) to the financial statements. The Company has not made provisions for the followings:

- Provisions for the Diminution in the value of Investments as the Investment is strategic investment

- Provision for the demand raised by Income Tax Authorities as the matter is pending before ITAT Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the 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 subsection (3C) of section 211 of the Companies Act, 1956; and

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to our report of even date)

i) In respect of its fixed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of assets.

(c) The Company has disposed off some of the fixed assets which are not substantial, and therefore does not affect going concern.

ii) In respect of its inventories:

(a) As informed and represented to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(a) The Company has given unsecured interest free loan to its Joint Venture Company covered in the register maintained under Section 301 of the Companies Act, 1956. At the year end, an amount outstanding against the loan granted to the above mentioned company aggregated to Rs. 16.73 Crores. The maximum balance outstanding during the year was Rs. 16.73 Crores. In our opinion, having regard to the long term involvement with the above mentioned company and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

(b) The Company has taken interest free unsecured loans from three directors covered in the register maintained under Section 301 of the Act. The aggregate amount outstanding at year end is Rs. 3.8 Crores and the loan is repayable on demand. In our opinion, considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause4 (vi) of the said order are not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of account relating to material, labor and other items of cost maintained by the company pursuant to the rules prescribed by the central government for the maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that, prima facie, the accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with view to determine whether they are accurate or complete.

ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other material statutory dues as applicable with appropriate authorities except for some delay in depositing the same.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at March 31,2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are dues of Income Tax, Sales Tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31,2013 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows:-

(INR. In Lacs)

Nature of Dues Amount Period to which the Forum where dispute is pending Amount Relates

Income Tax 9487.02 2002-03 to 2008-09 Income tax Appelatte Tribunal-(New Delhi)

Sales Tax-Delhi 122.00 1991-92 to 2000-01 Commissioner of Sales Tax (Delhi)

Sales Tax-Amritsar 477.25 2009-10 to 2010-11 Deputy Excise & Taxation Commission (Appeal) Excise Duty 42.90 April 2005 to February 2006 CCE (Appeals)

Service tax 259.25 2004-05 to 2008-09 Service tax Appelatte Tribunal-(New Delhi)

Income tax (TDS/TCS) 1.57 2007-08 (4th Quarter) Commissioner of Income tax (Appeals)

x) The Company does not have any accumulated losses as at the end of the Financial Year and it has not incurred cash losses in the current and the immediately preceding year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

xv) According to the information and explanation given to us, the Company has given corporate guarantee of a sum of Rs.11480.70 Lakhs for loans taken by its wholly owned subsidiaries from banks. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital.

xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of theca.

xix) The company has no outstanding debentures as at the year end.

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

xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For NATH AHUJA & CO.

(CHARTERED ACCOUNTANTS)

FRN : 001083N

Sd/-

(N.N. AHUJA)

Place: New Delhi, PROPRIETOR

Date: 29-May-2013 Membership No. 80178

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Kohinoor Foods Limited as at March 31, 2012, the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which are signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 (Auditor's Report) Order, 2003 (as amended), ('the said Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of 'The Companies Act, 1956' of India (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 given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

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

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

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

f. Attention is drawn to Note No. 31 and 32 regarding Contingent Liabilities and Diminution in value of investment respectively. Contingent Liability

In respect of contingent liability related to taxation matters the management is of the view that the necessary appeal has been filed with the statutory authorities and therefore provision for contingent liabilities does not have to be made.

We decline to comment on the views of the management.

Diminution In Value of investment

The company has invested in its Wholly Owned Subsidiary in the U.S. Investment has been shown at cost, whereas it is observed that Losses of INR 31,44,60,166/- (USD 61,47,022/- ) have been incurred till date. Diminution in the value of the Investment has not been provided for.

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

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

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

i) In respect of its fixed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. However, the said register is not in accordance with the requirements of the Act.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of assets.

(c) The Company has sold food factory at Bahalgarh (Haryana) during the year, In our opinion and according to information and explanation given to us it does not effect the going concern.

ii) In respect of its inventories:

(a) As informed and represented to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(a) The Company has given unsecured interest free loan to its wholly owned subsidiary company and Joint Venture Company covered in the register maintained under Section 301 of the Companies Act, 1956. At the year end, an amount outstanding against the loan granted to the above mentioned companies aggregated to INR 47.08 Crores. The maximum balance outstanding during the year was INR 47.08 Crores. In our opinion, having regard to the long term involvement with the above mentioned companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4(iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4 (vi) of the said order are not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, in respect of the products manufactured by the company.

ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other material statutory dues as applicable with appropriate authorities except for some delay in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at March 31, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are dues of Income Tax, Sales Tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31, 2012 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :-

(INR. In Lacs)

Nature of Dues Amount Period to which the Forum where dispute is pending Amount Relates

Income Tax 9576.92 2002-03 to 2008-09 Income tax Appelatte Tribunal- (New Delhi)

Sales Tax- Delhi 122.00 1991-92 to 2000-01 Commissioner of Sales Tax (Delhi)

Sales Tax- Amritsar 450.41 2009-10 to 2010-11 Deputy Excise & Taxation Commission (Appeal) Market Fees 39.69 2010-11 Supreme Court of India

Excise Duty 42.90 April 2005 to February 2006 CCE (Appeals)

Service tax 259.25 2004-05 to 2008-09 Service tax Appelatte Tribunal- (New Delhi)

Income tax (TDS/TCS) 1.57 2007-08 (4th Quarter) Commissioner of Income tax (Appeals)

x) The Company does not have any accumulated losses as at the end of the Financial Year and it has not incurred Cash losses in the Current Year, However The Company has incurred cash losses of INR 24.34 Crores during the immediately preceding financial year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

xv) According to the information and explanation given to us, the Company has given corporate guarantee of a sum of INR 95.12 Crores for loans taken by its wholly owned subsidiaries from banks. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital.

xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The company has no outstanding debentures as at the year end.

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

xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For NATH AHUJA & CO.

(CHARTERED ACCOUNTANTS) FRN : 001083N

Sd/-

(N.N. AHUJA)

Place: New Delhi, PROPRIETOR

Date: 09-08-2012 Membership No. 80178

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Kohinoor Foods Limited as at March 31, 2011, the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which are signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 (Auditor's Report) Order, 2003 (as amended), ('the said Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of 'The Companies Act, 1956' of India (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 given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

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

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

e. On the basis of written representations received from the directors as on March 31, 2011, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

f. In our opinion and to the best of our information and according to the explanations given to us, the financial statements read with notes to the accounts in Schedule 'S' and in particular Note 30 regarding change in accounting policy give the information required by the act in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

i) In respect of its fixed assets:

(a) In our opinion and on the basis of the information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary particulars. However, the said register is not in accordance with the requirements of the Act.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and the discrepancies noticed on such verification are properly dealt within the books of accounts. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of assets.

(c) In our opinion and according to the information and explanation given to us, the Company has not disposed off any substantial part of its fixed assets during the year and accordingly paragraph 4 (i) (c) of the said Order relating to going concern is not affected.

ii) In respect of its inventories:

(a) As informed and represented to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) According to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) In respect of unsecured loans granted by the company to companies covered in the register under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(a) The Company has given unsecured interest free loan to its wholly owned subsidiary company and Joint Venture Company covered in the register maintained under Section 301 of the Companies Act, 1956. At the year end, an amount outstanding against the loan granted to the above mentioned companies aggregated to Rs.41.32 Crores. The maximum balance outstanding during the year was Rs.41.32 Crores. In our opinion, having regard to the long term involvement with the above mentioned companies and considering the explanations given to us in this regard, the terms and conditions of the above are not, prima facie, prejudicial to the interests of the Company.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of sub-clauses (e), (f) and (g) of clause 4(iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year. Therefore, the provisions of clause 4 (vi) of the said order are not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Act, in respect of the products manufactured by the company.

ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other material statutory dues as applicable with appropriate authorities except for some delay in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at March 31,2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are dues of sales tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31, 2011 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :-

(Rs. in Lacs)

Nature of Dues Amount Forum where dispute is pending

Excise duty 42.90 CCE (Appeals)

Sales Tax 122.00 Commissioner of Sales Tax

Income tax (TDS/TCS) 4.74 Commissioner of Income tax (Appeals)

Market fees 39.69 Supreme Court of India

x) The Company does not have any accumulated losses as at the end of the Financial Year. The Company has incurred cash losses of Rs.24.34 Crores during the current financial year and it has earned cash profits during the immediately preceding financial year.

xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any special statue applicable to Chit fund / Nidhi / Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments.

xv) According to the information and explanation given to us, the Company has given corporate guarantee of a sum of Rs. 83.34 Crores for loans taken by its wholly owned subsidiaries from banks. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by its wholly owned subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which they were obtained.

xvii) According to the information and explanations given to us, no funds raised on short basis have been used for long term purpose. No long-term funds have been used to finance short-term assets except working capital.

xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix) The company has no outstanding debentures as at the year end.

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

xxi) During the course of our examination of the books of account, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management.

For NATH AHUJA & CO.

(CHARTERED ACCOUNTANTS)

FRN : 001083N

(N.N.AHUJA)

Place: New Delhi PROPRIETOR

Date: 30-05-2011 Membership No. 80178

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Kohinoor Foods Limited as at March 31, 2010, the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which are signed under reference to this report. 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 (as amended), issued by the Central Government of India in terms of sub-Section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

c. The attached Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion, the attached Balance Sheet and the Profit & Loss Account dealt with by this report comply with the Accounting Standards prescribed by the Companies (Accounting Standard) Rules, 2006;

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said statements of account, read together with Significant Accounting Policies and the Notes to the 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:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH "3" OF THE AUDITORS REPORT

TO THE MEMBERS OF KOHINOOR FOODS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31,2010

i) (a) On the basis of information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary details. However, the said register is not in accordance with the requirements of the Companies Act, 1956.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and no discrepancies were noticed on such verification. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of assets.

(c) According to the information and explanation given to us, the Company has not disposed off any substantial part of its fixed assets during the year and accordingly paragraph 4 (i) (c) of the said Order relating to going concern is not affected.

ii) (a) As informed and represented to us, inventory has been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanation given to us, the procedures of physical verification of inventory followed by the Management was reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured or unsecured, from/to companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (a) to (iii) (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control proce- dures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. We have not come across any major weakness in the aforesaid internal control system during the course of the audit.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provision of the Act and rules framed there under and accordingly provisions of paragraph 4 (vi) of the said order relating to compliance of rules and compliance of Company law board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal Order are also not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has Internal Audit System commensurate with the size and nature of its business.

viii) The Central Government has not prescribed cost records under section 209 (1) (d) of the Companies Act, 1956 for any activity of the Company and accordingly paragraph 4 (viii) of the said Order is not applicable.

ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insur- ance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues applicable to it with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at 31 st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are dues of sales tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31,2010 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :-

Nature of Dues Amount (Rs.) Forum where dispute is pending

Excise Duty 42,90,500.00 CCE (Appeals)

Sales Tax 1,22,00,000.00 Commissioner of Sales Tax

Service Tax 11,13,602.00 CCE (Appeals)

x) The Company does not have an accumulated losses exceeding fifty per cent of its net worth at the end of the Financial Year March 31,2010. Further, the Company has not incurred cash losses during the current and immediately preceding financial year.

xi) On the basis of information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities, accordingly paragraph 4 (xii) of the Order is not applicable.

xiii) In our opinion, the company is not a Chit fund/nidhi/ mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable, accordingly paragraph 4 (xiii) of the Order, is not applicable.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments, accordingly paragraph 4 (xiv) of the Order, is not applicable.

xv) The Company has given guarantee for loans taken by wholly owned subsidiaries from banks or financial institutions. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by wholly owned subsidiar- ies from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that, no funds raised for short-term basis have been used to finance long term investments.

xviii) According to the information and explanations given to us, the company has not made prederenitial allotment of equity shares to parties & companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) The company has not issued any debentures during the year and accordingly provisions of paragraph 4 (xix) of the said Order relating to creation of securities or charge in respect of debentures is not applicable.

xx) The Company has not increased the share capital by public issue during the period and accordingly the provision of paragraph 4 (xx) of the said Order relating to end use of money raised is not applicable.

xxi) According to the information and explanations given to us, and on the basis of audit procedure performed, we report that no fraud on or by the company has been noticed or reported during the year ended March 31,2010.

For NATH AHUJA & CO. Chartered Accountants Firm registration no: 001083N

(N.N. AHUJA) Place: New Delhi, PROPRIETOR

Dated: 29-05-2010 Membership No. 80178

Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s Kohinoor Foods Limited as at March 31, 2009, the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which are signed under reference to this report. 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 (as amended), issued by the Central Government of India in terms of sub-Section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

4. Further to our comments in the Annexure referred to above, we report that:- a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. The attached Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion, the attached Balance Sheet and the Profit & Loss Account dealt with by this report comply with the Accounting Standards prescribed by the Companies (Accounting Standard) Rules, 2006;

e. On the basis of written representations received from the directors, as on March 31, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on the March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of The Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said statements of account, read together with Significant Accounting Policies and the Notes To the 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:

i. In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH "3" OF THE AUDITORS REPORT TO THE MEMBERS OF KOHINOOR FOODS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009

Ladies & Gentlemen,

i) a) On the basis of information and explanation given to us, the Company is maintaining Fixed Assets Register showing necessary details. However, the said register is not in accordance with the requirements of the Companies Act, 1956.

(b) As explained to us, the physical verification of fixed assets was conducted by the management at reasonable intervals and no discrepancies were noticed on such verification. In our opinion, the frequency of physical verifica- tion is reasonable having regard to the size of the Company and the nature of assets.

(c) According to the information and explanation given to us, the Company has not disposed off any substantial part of its fixed assets during the year and accordingly paragraph 4 (i) (c) of the said Order relating to going concern is not affected.

ii) a) As informed and represented to us, inventory has been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanation given to us, the procedures of physical verification of inventory followed by the Management was reasonable and adequate having regard to the size of the company and nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper records of inventory and there was no material discrepancies noticed on physical verification.

iii) According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured or unsecured, from/to companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (a) to (iii) (g) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control proce- dures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. We have not come across any major weakness in the aforesaid internal control system during the course of the audit.

v) In our opinion and according to the information and explanations given to us, there were no contracts or arrangements that need to be entered in the register maintained under section 301 in respect of any party during the period and hence provisions of paragraph (v) (b) of the said Order relating to reasonableness of price having regard to prevailing market price is not applicable to the Company.

vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provision of the Act and rules framed there under and accordingly provisions of paragraph 4 (vi) of the said order relating to compliance of rules and compliance of Company law board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal Order are also not applicable to the Company.

vii) In our opinion and according to the information and explanations given to us, the Company has Internal Audit System commensurate with the size and nature of its business.

viii) The Central Government has not prescribed cost records under section 209 (1) (d) of the Companies Act, 1956 for any activity of the Company and accordingly paragraph 4 (viii) of the said Order is not applicable.

ix) (a) According to the information and explanations given to us, the company is generally regular in depositing with undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues applicable to it with appropriate authorities except for some delay in depositing the same.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Service Tax, Wealth Tax, Custom Duty, Excise duty, Cess and other statutory dues were outstanding, as at 31st March, 2009 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are dues of sales tax and Excise Duty which have not been deposited on account of any dispute. The details of disputed dues as at March 31, 2009 in respect of Excise duty, Sales tax and Income tax that have not been deposited by the company are as follows :-

Nature of Dues Amount (Rs.) Forum where dispute is pending

Excise Duty 42,90,500.00 CCE (Appeals)

Sales Tax 1,22,00,000.00 Commissioner of Sales Tax

x) The Company does not have accumulated losses exceeding fifty per cent of its net worth at the end of the Financial Year March 31, 2009. Further, the Company has not incurred cash losses during the current and immediately preceding financial year.

xi) On the basis of information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks or bond holders.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities, accordingly paragraph 4 (xii) of the Order is not applicable.

xiii) In our opinion, the company is not a Chit fund/nidhi/ mutual benefit fund/society to which the provisions of special statue relating to chit fund are applicable, accordingly paragraph 4 (xiii) of the Order, is not applicable.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, and debentures and other investments, accordingly paragraph 4 (xiv) of the Order, is not applicable.

xv) The Company has given guarantee for loans taken by wholly owned subsidiaries from banks or financial institutions. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by wholly owned subsidiar- ies from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

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

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that, no funds raised for short-term basis have been used to finance long term investments.

xviii) During the year, the company has made preferential allotment of equity shares on conversion of Share warrants to parties covered in the register maintained under section 301 of the Companies Act, 1956 at the price, which in our opinion is not prejudicial to the interest of the Company.

xix) The company has not issued any debentures during the year and accordingly provisions of paragraph 4 (xix) of the said Order relating to creation of securities or charge in respect of debentures is not applicable.

xx) The Company has not increased the share capital by public issue during the period and accordingly the provision of paragraph 4 (xx) of the said Order relating to end use of money raised is not applicable.

xxi) According to the information and explanations given to us, and on the basis of audit procedure performed, we report that no fraud on or by the company has been noticed or reported during the year ended March 31, 2009.

For NATH AHUJA & CO. Chartered Accountants

(N.N. AHUJA) Place: New Delhi, PROPRIETOR

Dated: 29-08-2009 Membership No. 80178

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