Auditor Report of M P Agro Industries Ltd.

Mar 31, 2019

INDEPENDENT AUDITORS'' REPORT

To,

THE MEMBERS,

M P AGRO INDUSTRIES LIMITED VADODARA

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of M P Agro Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Profit and Loss Statement and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Sr. No.	Key Audit Matter	Auditors'' Response
1	Accuracy of recognition, presentation and disclosures of Revenues in view of adoption	We assessed the Company''s process to identify the impact of adoption of the

	of Ind AS 115 The application of the new revenue accounting standard involves certain key	new revenue accounting standards. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing of
	judgments relating to identification of distinct performance obligations, determination of transaction price of the identified	samples by selecting samples of invoices and vouchers for a variety of revenues and capital expenditure for the purpose of
	performance obligations, the appropriateness of the basis used to measure revenue	revenue reorganization, appropriateness of the transaction price and their basis over a
	recognized over a period.	period.

Information Other than the Financial Statements and Auditor''s Report Thereon

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

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 Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditors'' Responsibility

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

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

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

- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

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

e. On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

f. On the basis of the management''s in depth involvement in the day to day affairs of the business transactions of the Company and looking to the size and volume of operations and based on the information and explanations provided to us on the functioning of the affairs of business, we are of the opinion that the existing controls hardly suffer from significant material weaknesses and the existence of checks and controls act as deterrent to material misstatements, frauds and massive errors and adequate internal financial controls system operate over financial reporting system which serves the purpose laid down in Sec.143 of the Companies Act, 2013.

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^st MARCH, 2019 OF M P AGRO INDUSTRIES LIMITED

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

i. Fixed Assets

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

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(c) According to the information and explanation given to us the title deeds of immovable properties of the Company are held in the name of the company.

ii. Inventory

Since there has been no business operation in the Company, there has been no inventory. Accordingly, the provisions of Clause 3(ii) of the Companies Auditor''s Report Order, 2016 are not applicable to the Company.

iii. Loans and Advances

According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to any party covered u/s 189 of the Companies Act, 2013, during the year under report. Consequently, no comments are necessary on Para (iii)(a) & (b) of CARO 2016.

iv. Loans Advances and Guarantees

ln 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 Companies Act, 2013 in respect of loans, investments, guarantees and security.

iv. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 73 to 76 of the Companies Act 2013 and Rules made there under.

v. Cost Records

In our opinion and according to the information and explanations given to us, the maintenance of cost records pursuant to the Rules made by the Central Government under Section 148(1) of the Companies Act, 2013, do not apply to the Company.

vi. Payment of Statutory Dues

According to the records of the Company, it has been regular in depositing undisputed statutory dues including Income tax and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable.

vii. Default in payments of dues

On the basis of records examined by us and the information and explanations given to us, the Company has not borrowed any amount for which scheduled repayment is required. The Company '' has also notissued any debentures. (

viii. Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan. The Company has also not raised any money by way of initial public offer or further public offer.

ix. Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud by the Company or by its officers or employees has been noticed or reported during the year.

x. Managerial remuneration

According to the information and explanations given to us and based on our examination of the records of the company, managerial remuneration has been paid or provided for during the year as per the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xi. Nidhi Company

The Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Companies (Auditor''s Report) Order, 2016, are not applicable to the Company.

xii. Related Party Transactions:

ln our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Financial statements as required by the applicable accounting standards.

xiii. Preferential Allotment/ Private Placement

According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and therefore, the provisions of Section 42 of the Companies Act, 2013 are not applicable to the Company.

xiv. Non Cash Transaction

ln our opinion and according to the information and explanations given to us, the Company has not entered into any non - cash transactions with directors or persons connected with the Directors.

xv. Registration under RBI Act

The Company is not required to be registered under Section 45-lA of the Reserve Bank of India Act, 1934.

For PARIKH SHAH CHOTALIA & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 118493W

CA VIJAY M. PARIKH

(Mem. No. 031773)

VADODARA,

30^th May, 2019 PARTNER

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Mar 31, 2014

(i) We have audited the accompanying financial statements of M.P Agro Industries Limited, Bhopal which comprise the Balance Sheet as at 31st March 2013 and Profit and Loss Account for the year ended 31st March 2013, : and a summary of Significant Accounting Policies and other explanatory information.

Management''s Responsibility for the Financial Statements

(ii) Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance 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

(iii) 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 Accounts 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.

(iv) 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.

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

Opinion

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

a. In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March 2014.

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

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

Report on other Legal and Regulatory Requirements

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

(viii) 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 and Profit and Loss Account dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2014 OF M P AGRO INDUSTRIES LIMITED:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1) Fixed Assets

a. The Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

b. As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated

c. The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

2) Inventory

a. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

b. The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business

c. On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) Loans and Advances

a. The Company has granted an unsecured advance to a party covered under Section 301 of the Companies Act, 1956, during the year under report. The terms on which such advance has been given are not prejudicial to the interests of the company.

b. The Company has not taken Secured Loan from any parties covered under Sec.301 of the Companies Act, 1956. The Maximum outstanding during the year for such Loan was Rs. Nil. The year end balance of the Loan was Rs. Nil.

c. According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.86.66 Lacs at the beginning of the year, accepted from Five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance from such parties was Rs. 22.58 Lacs, accepted from Five parties listed in the register maintained under Section 301 of the Companies Act, 1956.

d. Interest on these loans is not paid nor has been provided as they are interest free. Other terms on which they have been accepted are not prejudicial to the interests of the company.

4) Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

5) Related Transactions

a. On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

b. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 for purchases or sales of goods or services exceeding the value of Rupees Five Lacs in respect of any party during the year.

6) Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made there under and also the directives of Reserve Bank of India apply.

7) Internal Audit

The Company has not introduced Internal Audit System though the same has been applicable to it.

8) Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

9) Payment of Statutory Dues

According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable.

10) Accumulated Losses / Cash Losses

As at 31st March, 2014, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred cash loss in the year under report however there was cash loss in the preceding financial year.

11) Default in payments of dues

The Company has not made any default in repayment of dues.

12) Grant of Secured Loans and Advances

As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13) Special Statute-Chit Fund Companies, Nidhi/Mutual Benefit Fund/Societies Not Applicable to Company.

14) Company dealing in Trading in Shares, Securities, etc.

Not Applicable to Company.

15) Provision of Guarantee

According to the information and explanations given to us, and the representations made by the management, the Company has not given any corporate guarantee for loans taken by others.

16) Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan.

17) Usage of Funds

According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of funds, we are of the opinion that, prima- facie, short term funds have not been utilized for long term purpose.

18) Preferential Allotments

The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) Creation of Security for Debenture Issue

The company has not issued debentures.

20) Disclosure of End use of Funds

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

21) Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For Parikh Shah Chotalia & Associates Chartered Accountants Firm Reg. No. 118493W

(CA D. P. Shah) Place : Vadodara Partner Date : July 18th, 2014 M.No. 30454

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Mar 31, 2010

We have audited the attached Balance Sheet of M.P. AGRO INDUSTRIES LIMITED, BHOPAL as at 31st March, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1 As required by the Companies (Auditors Report) Order, 2003 and read together with the Companies (Auditors Report) Amendment Order, 2004 (hereinafter referred to as the Order), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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 and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv. In our opinion and subject to our comments in paragraph 2(v) and 2 (vi) the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956:

v. On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that, none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes and the significant accounting policies thereon, subject to observations that :

(a) The Company is not a going concern entity whereas assets and liabilities have been taken at cost instead of market and realizable value.

(b) Confirmation of Secured Loan not made available to us, and no interest has been provided.

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010 ;

(b) In the case of the Profit and Loss Account, of the Loss 28,491.68 for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred to in Paragraph 1 of our Report of even date) TO THE MEMBERS OF M.P AGRO INDUSTRIES LIMITED

i (a) The Company has disposed off substantial part of fixed assets during the earlier year.

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

(c) All the major assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

ii There is no inventory therefore provisions of sub-clause (a), (b), (c) of clause (ii) of paragraph 4 of the Order are not applicable to the Company.

iii. The Company has granted / taken loans secured or unsecured to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The rate of interest and other terms and conditions of such loans are, in our opinion, prima face, not prejudicial to the interests of the Company.

(b) The payment of principal amounts and interest during the year has been regular as per stipulations.

(c) There were no overdue amounts in respect of such loans.

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 purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the Internal Control System.

v. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us.

(a) The transactions that needed to be entered into the register have been to entered.

(b) Where each of such transactions (excluding Current Account Balances reported under paragraph (iii) above) is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from public during the year.

vii. Provisions of clause (vii) of paragraph 4 of the Order are not applicable as paid-capital and reserves of the company do not exceed Rs. 50 lakhs as at the commencement of the financial year.

viii. Maintenance of Cost records has been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 for the products of the Company.

ix. There is no employee hence PF is not applicable. Sales Tax & Other tax disputed as per Notes on Account. Maharastra Sales Tax Rs. 1.57 Lacs and M.P. Commercial Tax Rs. 14.91 are outstanding.

x. The Company has accumulated losses of Rs. 403.45 lacs as on 31st March 2010 which exceeds 50% of Net Worth of the Company. The Company has incurred loss for Rs. 0.28 lacs during the financial year covered by our audit and as compared to previous year profit for Rs. 72.35 lacs for the immediately preceding financial year.

xi. No outstanding loan from Bank and Financial Institutions has been paid during the year.

xii. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares and debentures.

xiii. The Company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

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

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

xvi. According to the information and explanations given to us, the Company has not taken any Term loan during the year.

xvii. Based on our audit procedures and according to the overall examination the Company has raised funds against fixed deposit during the year for long-term investment purposes.

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

xix. According to the information and explanations given to us, the Company has not issued any debentures during the year covered by our audit.

xx. The Company has not raised any fund by Public issue during the year covered by our audit.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year covered by our audit.

For S.L CHHAJED & CO.

Chartered Accountants

Firm Reg. No. 000709C

Place: Bhopal (CA. S.N. Sharma)

Date : September 3rd, 2010 Partner

M.No.71224