Auditor Report of Lakshmi Energy & Foods Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s Lakshmi Energy & Foods Limited ("the company"),which comprise the Balance Sheet as at 31 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 stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 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 31stMarch2015, its loss and its cash flows for the year ended on that date.

Emphasis of matter

Without qualifying our opinion we draw your attention towards note no. 29(1) (Other Notes to accounts) stating reasons for losses on account of inventory valuation and financial position of the Company, mitigatiing factors and management's view in this regard.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 20l5("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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 accounts.

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

i The Company has disclosed the impact of pending litigations on its financial position in its Financial statements - Refer Note 29 (5) to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts, which required to be transferred by the Company, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of M/s Lakshmi Energy & Food Limited on the accounts of the company for the year ended 31st March, 2015]

(i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, Stock in Trade, stores, spare parts and raw materials were physically verified at regular intervals during the year by the Management.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records and have been properly dealt with in the books of accounts.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has not granted any unsecured loans to companies covered in the Register maintained under Section 189 of the Companies Act, 2013.

(b) According to the information and explanations given to us, there is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 183 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations, given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods/services. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) According to the information and explanation given to us, the company has not accepted any deposits during the year and accordingly the question of complying with the provisions of section 73 to 76 of the Companies Act, 2013 does not arise.

According to the information and explanations given to us, no order has been passed by the Company Law Board or The National Company Law Tribunal or the Reserve Bank of India or any court or any other tribunal on the Company.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI),Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable. The dues outstanding in respect of income tax, wealth tax, customs duty, service tax and sales tax, on account of disputes are as follows:

(Rs. in Million)

Name of The statute Nature of dues Amount Period to which Amount relates

Income Tax Act 1961 Demand Raised 11.70 AY 2006-07

Income Tax Act 1961 Demand Raised 65.50 AY 2008-09

Income Tax Act 1961 Demand Raised 6.10 AY 2010-11



Name of The statute Forum where dispute is pending

Income Tax Act 1961 ITAT

Income Tax Act 1961 Punjab and Haryana High Court

Income Tax Act 1961 Punjab and Haryana High Court



(c) According to the information and explanations given to us, there were no amounts required to be transferred to investor education and protection fund by the Company.

(viii) The company does not have the accumulated losses at the end of financial year. The company has incurred Cash losses of Rs 3,092,773,450/- during the financial year covered by our Audit and the immediately preceding financial year of Rs Nil.

(ix) The interest amount due and shortfall in Drawing power on working capital loan together with Term Loans outstanding were restructured by lending banks during the year converting them into WCTL and FITL. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) Term loans arising during the year were the result of restructuring of Company's loan account by the banks as explained in (ix) above, and were applied for the purpose for which they were obtained/restructured.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For SMPS & Co. Chartered Accountants Saurabh Mishra (Partner) Membership No. 402499 Place: Chandigarh FRN . 021622N Date: 29-05-2015

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Mar 31, 2014

We have audited the accompanying financial statements of Lakshmi Energy and Foods Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2014, the statement of Profit and Loss and Cash flow statement for the Eighteen months ended 31st March,2014 ("current period"), and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

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

4. Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the loss for the eighteen months ended on that date; and

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

5. Report on Other Legal and Regulatory Requirements :

a. As required by the Companies (Auditor''s Report) Order, 2003 (CARO), as amended, issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

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

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

ii. In our opinion, proper books of accounts required by law have been kept by the company so far as appears from our examinations of those books.

iii. the Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this report are in agreement with the books of accounts;

iv. in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

v. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2014 from being appointed as director under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 5 of ''Report on Legal and Regulatory Requirement" of Independent Auditors'' Report,

The Annexure referred to in our report to the members of Lakshmi Energy and Foods Limited for the eighteen months ended 31st March, 2014. We report that

i. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

b) The Company has a regular program of physical verification of its fixed assets through which all fixed assets are verified, in a phased manner, over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification as carried out under the above program during the current period.

c) Fixed Assets disposed off during the period, in our opinion, do not consist the substantial part of fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

ii. a) As explained to us, the Inventories, except goods in transit, have been physically verified by the management during the current period at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by management during the current period are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventories and no material discrepancies observed on physical verification.

iii. a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provision of clauses 4(iii)(b) to 4(iii)(d) of the order are not applicable.

b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provision of clauses 4(iii)(f) to 4(iii)(g) of the order are not applicable.

c) The rate of interest and other terms and conditions of loans taken by the company, secured or unsecured, are prima facie not prejudicial to the interest of the company

iv. In our opinion, and according the information and explanations given to us, there is an adequate internal control system commensurate with the size of company and nature of its business for the purchase of inventories and fixed assets and for the sale of goods & services. During the current period, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Act have been so entered.

b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts as arrangements have been made at prevailing market prices at the relevant time.

vi. In our opinion and according to the explanations given to us, the company has not accepted deposits from the public during the period. Therefore, the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable.

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

viii. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 209(1)(d) of the Act, in respect of its products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

ix. a) According the information and explanation given to us, and on the basis of our examination of the records of the company, it has generally been regular in depositing with the appropriate authorities undisputed dues, including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. With regard to the contribution under the Employees'' Deposit Linked Insurance Scheme, 1976 (the Scheme Since, the company has not made any transaction during the period, there is no statutory liability of the company. Though there has been a slight delay in few cases of statutory deposits.

No undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the dues outstanding in respect of income tax, wealth tax, customs duty, service tax and sales tax, on account of dispute are as follows:

Name of the Statute Nature of dues Amount in Million Rs

Income Tax Act 1961 Demands raised 11.70

Income Tax Act 1961 Demands raised 65.50

Income Tax Act 1961 Demands raised 14.00



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

Income Tax Act 1961 AY 2006-07 ITAT

Income Tax Act 1961 AY 2008-09 Punjab and Haryana High Court

Income Tax Act 1961 AY 2010-11 ITAT

x. The Company has no accumulated losses at the end of the financial period and it has not incurred cash losses in current period and immediately preceding financial year.

xi. In our opinion, Company has dues payable to bankers of Rs. 364.27 millions and Company has not defaulted in repayment of dues to its bankers, debenture holders and financial institutions.

xii. The Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to information and explanations given to us, the company is not chit fund or a nidhi/mutual benefit fund/society. Hence provision of chit fund not applicable.

xiv. According to information and explanations given to us, the Company is not dealing or trading in shares securities, debentures and other investments.

xv. According to information and explanations given to us, the company has not given any guarantee for loans taken by others, from banks or financial institutions by subsidiaries and an associate companies respectively, the terms and conditions whereof are not prejudicial to the interest of the company.

xvi. According to information and explanation given to us, the company has not raised any fresh term loan during the current period. Although there is term loan, which have been applied for the purpose for which these were raised.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that the funds raised on Short Term basis have not been used for long term investment and vice-versa.

xviii. The Company has made preferential allotment of shares (33, 00,000 shares against convertible warrants) to Mr. Balbir Singh Uppal Chairman and managing director of the company during the period under audit.

The price at which share are allotted, has been computed according to SEBI guidelines, and in our opinion, is not pre- judicial to the interest of the company.

xix. According to information and explanations given to us, Company has neither issued nor had any outstanding debentures during the current period. Accordingly, the provision of clause 4(xix) of the Order is not applicable.

xx. The Company has not raised any money by public issues during the current period. Accordingly, provision of clause 4(xx) of the order is not applicable.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current period covered by our audit.

For SMPS & Co. Chartered Accountants

Saurabh Mishra (Partner) Place: Chandigarh Membership No. 402499 Date: 30.05.2014 FRN . 021622N

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Sep 30, 2012

1. We have audited the attached Balance Sheet of Lakshmi Energy and Foods Limited as at September 30th, 2012, the Profit and Loss account and the Cash Flow Statement for the year from Ist October 20II to 30th September 2012 annexed thereto, which we have 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 the 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 Order"), issued by the Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, I956 and on the basis of such checks of the books and records of the company as we considered appropriate, we enclose in the Annexure, a statement on the matters as specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

iv. In our opinion, the Balance Sheet, Profit and Loss account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Sub-Section (3C) of Section 2II of the Companies Act, I956;

v. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information as required by the Companies Act, I956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as on September 30th, 20I2;

b. In the case of the Profit and Loss account, of the profit for the period ended on the date; and,

c. In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

5. On the basis of written representation as received from the directors of the company, as on September 30th, 20I2, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on September 30th, 20I2 from being appointed as a director in terms of Clause (g) of Sub-Section (I) of Section 274 of the Companies Act, I956.

[Referred to in paragraph 3 of our report of even date]

1. a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed assets.

b. A substantial portion of the Fixed Assets of the company has been physically verified by the management during the year as per the program of verification of Fixed Assets and in our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventories have been noticed on such verification.

c. Fixed assets disposed of during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the Fixed Assets has not affected the going concern status of the company.

2. a. The inventories of the company have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books and records.

3. a. As informed, the company has not granted loans to companies, firms or other parties covered in the register maintained under Section 30l of the Companies Act, l956.

b. As informed, in our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under Section 30l of the Companies Act, l956 are not, prima facie, prejudicial to the interest of the company.

c. The company is regular in repaying the principal amounts of such loans, if any.

d. There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under Section 30l of the Companies Act, l956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, Fixed Assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed by the company of any instance of major weakness in the aforesaid internal control system in respect of these areas.

5. a. In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements as referred to in Section 30l of the Companies Act, l956 has been entered in the register required to be maintained under Section 30l of the Companies Act, l956.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements entered in the register maintained under Section 30l of the Companies Act, l956 and exceeding the value of Rupees Five Hundred Thousand only in respect of any party during the year have been entered into at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

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

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

9. According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Income Tax,Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to it. According to the information and explanations as given to us, no undisputed amount payable in respect of Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to the company and other statutory dues were outstanding, at the year end, for a period of more than 6 (six) months from the date they became payable.

10. In our opinion, the company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution / banks or a bank.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society.Therefore, the provisions of any special statue applicable to a chit fund or a nidhi / mutual benefit fund / society or and the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. The company has not given corporate guarantee for loans for its subsidiary company from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us by the company, the term loans are being applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used or applied for long-term investments.

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

19. In our opinion and according to the information and explanations given to us, no debentures have been issued by the company during the year and clause 4 (xix) of the Order is not applicable to the company.

20. The company has not raised any money by way of public issue during the period. Therefore, the provisions of clause (xx) of the Order are not applicable to the company.

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

For S. Kumar Gupta & Associates

Chartered Accountants

(CA Sunil Gupta)

Place: Chandigarh Partner

Date : 14th February 2013 M.No.085624

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Sep 30, 2010

1. We have audited the attached Balance Sheet of Lakshmi Energy and Foods Limited as at September 30th, 2010, the Profit and Loss account and the Cash Flow Statement for the period from 1st October 2009 to 30th September 2010 annexed thereto, which we have 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 the 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) ("The Order"), issued by the Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate, we enclose in the Annexure, a statement on the matters as specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above,we report that:

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

ii. ln 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;

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

iv. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information as required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at, September 30th, 2010;

b. In the case of the Profit and Loss Account, of the profit for the period ended on the date; and,

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

5. On the basis of written representation as received from the directors of the company, as on September 30th, 2010, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on September 30th, 2010 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT [Referred to in paragraph 3 of our report of even date]

1. a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b. A substantial portion of the Fixed Assets of the company has been physically verified by the management during the year as per the programme of verification of fixed assets and in our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventories have been noticed on such verification.

c. Fixed Assets disposed of during the year were not substantial. According to the information and explanation given to us, we are of the opinion that the disposal of the Fixed Assets has not affected the going concern status of the company.

2. a. The inventories of the company have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books and records.

3. a. As informed, the company has not granted loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b. As informed, in our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c. The company is regular in repaying the principal amounts of such loans, if any.

d. There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed by the company of any instance of major weakness in the aforesaid internal control system in respect of these areas.

5. a. In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars ofthe contracts or arrangements as referred to in Section 301 of the Companies Act, 1956 has been entered in the register required to be maintained under Section 301 ofthe Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Hundred Thousand only in respect of any party during the year have been entered into at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956and the Companies (Acceptance of Deposit) Rules, 1975 apply.

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

8. We have broadly reviewed the books of accounts relating to materials, labour and other items of cost as maintained by the company pursuantto the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We are however, not required to make a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to it. According to the information and explanations as given to us, no undisputed amount payable in respect of Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to the company and other statutory dues were outstanding, at the year end, for a period of more than 6 (six) months from the date they became payable.

10. In our opinion, the company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit of the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions/banks.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loan and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statue applicable to a chit fund or a nidhi / mutual benefit fund / society or and the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. The company has not given corporate guarantee for loans for its subsidiary company from bank or financial institutions.

16. In our opinion and according to the information and explanations given to us by the company, the term loans are being applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used or applied for long-term investments.

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

19. In our opinion and according to the information and explanations given to us, no debentures have been issued by the company during the year and clause 4 (xix) of the Order is not applicable to the company.

20. The company has not raised any money by way of public issue during the period. Therefore, the provisions of clause (xx) of the Order are not applicable to the company.

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

For S. Kumar Gupta & Associates Chartered Accountants

(CA Sunil Gupta)

Place: Chandigarh Partner

Date: 14-02-2011 M.No. 085624

---

Sep 30, 2009

1. We have audited the attached Balance Sheet of Lakshmi Energy and Foods Limited as at September 30th, 2009, the Profit and Loss account and the Cash Flow Statement for the period from 1st October 2008 to 30th September 2009 annexed thereto, which we have 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 the 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) (“the Order”), issued by the Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate, we enclose in the Annexure, a statement on the matters as specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

iii. The Balance Sheet, Profit and Loss account and Cash Flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss account and the Cash Flow statement dealt with by this report have been prepared in compliance with the applicable accounting standards as referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information as required by the Companies Act, 1956, and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Profit and Loss account, of the profit for the period ended on the date; and,

c) In the case of the Cash Flow statement, of the cash flows for the period ended on that date.

5. On the basis of written representation as received from the directors of the company, as on September 30th, 2009, and taken on record by the Board of Directors of the company, we report that none of the directors is disqualified as on September 30th, 2009 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

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

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

b) A substantial portion of the Fixed Assets of the company has been physically verified by the management during the year as per the programme of verification of fixed assets and in our opinion, the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical inventories have been noticed on such verification.

c) According to the information and explanation given to us, no Fixed Assets have been disposed of during the year.

2. a) The inventories of the company has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventories and according to the information and explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to books and records.

3. a) As informed, the company has granted loans (secured) to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) As informed, in our opinion, the terms and conditions on which loans have been taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts of such loans, if any.

d) There is no overdue amount of loans taken from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed by the company of any instance of major weakness in the aforesaid internal control system in respect of these areas.

5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements as referred to in Section 301 of the Companies Act, 1956 has been entered in the register required to maintained under Section 301 of the Companies Act, 1956. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Hundred Thousand only in respect of any party during the year have been entered into at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 apply.

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

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

9. According to the records of the company, the company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to it. According to the information and explanations as given to us, no undisputed amount payable in respect of Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Cess and any other statutory dues applicable to the company and other statutory dues were outstanding, at the year end, for a period of more than 6 (six) months from the date they became payable.

10. In our opinion, the company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution / banks or a bank.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statue applicable to a chit fund or a nidhi / mutual benefit fund / society or and the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

15. The company has not given corporate guarantee for loans for its subsidiary company from bank or financial institutions during the year.

16. In our opinion and according to the information and explanations given to us by the company, the term loans are being applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used or applied for long-term investments.

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

19. In our opinion and according to the information and explanations given to us, no debentures have been issued by the company during the year and clause 4 (xix) of the Order is not applicable to the company.

20. The company has not raised any money by way of public issue during the period. Therefore, the provisions of clause (xx) of the Order are not applicable to the company.

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

For S. Kumar Gupta & Associates Chartered Accountants

(CA Sunil Gupta)

Place: Chandigarh Partner

Date : 16.02.2010 M.No.085624