Auditor Report of Nimbus Foods Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NIMBUS FOODS INDUSTRIES LIMITED

("the Company"), which comprise the Balance Sheet as at 31st March , 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2015;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

(c) In the case of the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 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; and

(f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements .

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

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

ANNEXURE OF THE AUDITORS' REPORT

(Referred to in paragraph 5(i) of our report of even date)

(i) In respect of Fixed Assets :

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) In respect of Inventories :

a) The inventory has been physically verified during the year by the management. 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 the size of the company and nature of its business.

b) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) In respect of Loans & Advances granted during the year :

The company has granted loan to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

a) The receipt or the principal amount and interest are regular.

c) According to the information and explanation given to us there is no overdue amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act., 2013.

(iii) 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) During the year, the company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the company.

(vi) As per the information and explanation given to us the company is not required to maintain the cost records as per the provisions of Companies (Cost Records and Audit) Rules, 2014, hence Clause (vi) of the Companies (Auditor's Report) Order, 2015.

(vi) In respect of Statutory Dues :

a) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, VAT, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, custom duty, excise duty and cess were in appears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us During the year no amount is required to be transferred to the Investor Education and Protection Fund and hence clause (c) of clause (vii) of Companies (Auditor's Report) Order, 2015 is not applicable to the company.

(vi) In our opinion, the company has no accumulated losses and has not incurred cash loss during the year.

(vi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayments of its dues to banks or financial institution.

(vi) According to the information and explanation given to us the company has given guarantee for loan taken by other from banks and financial institutions.

(vi) In our opinion, the term loans have been applied for the purpose for which they were raised..

(vi) Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, B.S. RAJPUT & ASSOCIATES Chartered Accountants (FRN : 119760W)

Bhupendra Singh Rajput Place : Ahmedabad Partner Date : 30/05/2015 (Mem. No. 106729)

---

Mar 31, 2014

We have audited the accompanying financial statements of NIMBUS FOODS INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss for the year then ended, and a summary of the significant accounting policies and other explanatory information. 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"). 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.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(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 Statement of Profit and Loss, of the profit of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Act, subject to our comment in below paragraph 3, 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 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2014 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 Act

ANNEXURE OF THE AUDITORS'' REPORT

TO THE MEMBERS OF NIMBUS FOODS INDUSTRIES LIMITED

(Referred to in paragraph 3 of our report of even date)

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

b) All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to information and explanation given to us the company has not disposed off substantial parts of fixed assets during the year.

(ii) a) The inventory has been physically verified during the year by the management. 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 the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) a) The company has taken loan of Rs. 15.00 lacs from one party in earlier years which is covered in the register maintained under section 301 of the Companies Act., 1956. During the year under consideration the Company has taken Rs. 8.47 from two parties which is covered in the register maintained under section 301 of the Companies Act, 1956 .The year-end balance of loans taken remains Rs. 8.47 lacs. During the year under consideration the company given the advances amounting to Rs. 321.49 lacs against supply of goods and services to such related parties which is covered in the register maintained under section under section 301 of the Companies Act, 1956. The year-end balance of advance given to such parties was remaining Rs. 852.98 lacs.

b) In our opinion, the rate of Interest is NIL and other terms and condition on which loans have been taken / granted to companies, firms or other parties listed 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 amounts as stipulated and has been regular in the payments

d) According to the information and explanation given to us there is no overdue amounts of loans taken or granted to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act., 1956

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act., 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act.,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable for the year under audit.

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

(viii) The Central Government has not prescribed maintenance of cost records under 209(1)(d) of the Companies Act., 1956.

(ix) a ) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including employees'' state insurance, income tax, sales tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, custom duty, excise duty and cess were in appears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(x) In our opinion, the company has no accumulated losses and has not incurred cash loss during the year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayments of its dues to banks or financial institution .

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

(xiii) In our opinion the company is not a chit fund or a nidhi , mutual benefits fund society . Therefore the provisions of clause 4(xiii) of the Companies ( Auditors report ) order, 2003 are not applicable to the company .

(xiv) In our opinion the company is not dealing in trading of shares , securities , debenture , or the investments and hence requirement of clause 4(xiv) of the Companies ( Auditors report ) order, 2003 are not applicable to the company .

(xv) According to the information and explanation given to us the company has given guarantee for loan taken by other from banks and financial institutions .

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term fund has been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment of shares to parties and companies which is covered in the register maintained u/s 301 of the Companies Act.,1956.

(xix) No debentures have been issued by the company and hence, the question of creating securities in the respect thereof does not arise.

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

(xxi) Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.S. RAJPUT & ASSOCIATES Chartered Accountants FRN:119760W

Bhupendra Singh Rajput Date : 30/05/2014 Partner Place : Ahmedabad Mem.No.106729

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Mar 31, 2013

1. We have audited the attached Balance Sheet of Nimbus Foods Industries Limited as at 31st March, 2013 and the Profit and Loss Account of the Company for the year ended on 31st March, 2013 annexed thereto and report thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 amount 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 Manufacturing and other Companies (Auditors Report) order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act., 1956 and in terms of information and explanation given to us and also on the basis of such checks as we considered appropriate, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to 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 purpose 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 the books.

iii) The Balance Sheet and Profit and Loss Account, dealt with by this report, are in agreement with the books of Accounts.

iv) In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standard referred to in Sec. 211(3) (C) of the Companies Act.,1956, as amended by the Companies (Amendment ) Act.,1999.

v) On the basis of the written declaration received from the directors and taken on record by the board of directors, we report that none of the Directors of the Company is disqualified as at 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act., 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information as 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,2013 and

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

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

ANNEXURE OF THE AUDITORS'' REPORT

TO THE MEMBERS OF

NIMBUS FOODS INDUSTRIES LIMITED

(Referred to in paragraph 3 of our report of even date)

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

b) All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to information and explanation given to us the company has not disposed off substantial parts of fixed assets during the year.

(ii) a) The inventory has been physically verified during the year by the management. 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 the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) a) The company has taken loan of Rs. 15.00 lacs from one party in earlier years which is covered in the register maintained under section 301 of the Companies Act., 1956. During the year under consideration the Company has not taken any further loans .The year-end balance of loans taken remains Rs. 15.00 lacs. During the year under consideration the company given the advances amounting to Rs. 495.41 lacs against supply of goods and services to such related parties which is covered in the register maintained under section under section 301 of the Companies Act, 1956. The year-end balance of advance given to such parties was remaining Rs. 689.12 lacs.

b) In our opinion, the rate of Interest is NIL and other terms and condition on which loans have been taken / granted to companies, firms or other parties listed 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 amounts as stipulated and has been regular in the payments

d) According to the information and explanation given to us there is no overdue amounts of loans taken or granted to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act., 1956

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act., 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act.,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable for the year under audit.

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

(viii) The Central Government has not prescribed maintenance of cost records under 209(1)(d) of the Companies Act, 1956.

(ix) a ) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including employees'' state insurance, income tax, sales tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, custom duty, excise duty and cess were in appears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(x) In our opinion, the company has no accumulated losses and has not incurred cash loss during the year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayments of its dues to banks or financial institution .

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

(xiii) In our opinion the company is not a chit fund or a nidhi , mutual benefits fund society. Therefore the provisions of clause 4(xiii) of the Companies ( Auditors report ) order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing in trading of shares , securities , debenture , or the investments and hence requirement of clause 4(xiv) of the Companies ( Auditors report ) order, 2003 are not applicable to the company .

(xv) According to the information and explanation given to us the company has not given any guarantee for loan taken by other from banks and financial institutions .

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term fund has been used to finance short-term assets except permanent working capital.

(xviii) The company has made any preferential allotment of shares to parties and companies which is not covered in the register maintained u/s 301 of the Companies Act.,1956.

(xix) No debentures have been issued by the company and hence, the question of creating securities in the respect thereof does not arise.

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

(xxi) Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.S. RAJPUT & ASSOCIATES

Chartered Accountants FRN:119760W

Bhupendra Singh Rajput

Date:30/05/2013 Partner

Place: Ahmedabad Mem.No.106729

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Nimbus Foods Industries Limited as at 31st March, 2012 and the Statement of Profit & Loss of the Company for the year ended on 31st March, 2012 annexed thereto and report thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 amount 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 Manufacturing and other Companies (Auditors Report) order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act., 1956 and in terms of information and explanation given to us and also on the basis of such checks as we considered appropriate, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to 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 purpose 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 the books.

iii) The Balance Sheet and Statement of Profit & Loss, dealt with by this report, are in agreement with the books of Accounts.

iv) In our opinion, the Statement of Profit & Loss and Balance Sheet comply with the Accounting Standard referred to in Sec. 211(3) (C) of the Companies Act.,1956, as amended by the Companies ( Amendment ) Act.,1999.

v) On the basis of the written declaration received from the directors and taken on record by the board of directors, we report that none of the Directors of the Company is disqualified as at 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act., 1956.

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

b) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date.

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

ANNEXURE OF THE AUDITORS' REPORT

TO THE MEMBERS OF NIMBUS FOODS INDUSTRIES LIMITED

(Referred to in paragraph 3 of our report of even date)

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

b) All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to information and explanation given to us the company has not disposed off substantial parts of fixed assets during the year.

(ii) a) The inventory has been physically verified during the year by the management. 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 the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) a) The company has taken loan of Rs. 15.00 lacs from one party in earlier years which is covered in the register maintained under section 301 of the Companies Act., 1956. During the year under consideration the Company has not taken any further loans. The year-end balance of loans taken remains Rs. 15.00 lacs. During the year under consideration the company given the advances amounting to Rs. 359.42 lacs against supply of goods and services to such related parties which is covered in the register maintained under section under section 301 of the Companies Act, 1956. The year-end balance of advance given to such parties was remaining Rs. 496.36 lacs.

b) In our opinion, the rate of Interest is NIL and other terms and condition on which loans have been taken /granted to companies, firms or other parties listed 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 amounts as stipulated and has been regular in the payments.

d) According to the information and explanation given to us there is no overdue amounts of loans taken or granted to/from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act., 1956

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act., 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act.,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable for the year under audit.

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

(viii) The Central Government has not prescribed maintenance of cost records under 209(1)(d) of the Companies Act.,1956 .

(ix) a) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including employees' state insurance, income tax, sales tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, custom duty, excise duty and cess were in appears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(x) In our opinion, the company has no accumulated losses and has not incurred cash loss during the year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayments of its dues to banks or financial institution .

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

(xiii) In our opinion the company is not a chit fund or a nidhi, mutual benefits fund society. Therefore the provisions of clause 4(xiii) of the Companies ( Auditors report ) order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing in trading of shares , securities , debenture , or the investments and hence requirement of clause 4(xiv) of the Companies ( Auditors report ) order, 2003 are not applicable to the company .

(xv) According to the information and explanation given to us the company has given guarantee for loan taken by other from banks and financial institutions, (during the year under review).

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term fund has been used to finance short-term assets except permanent working capital.

(xviii) The company has made preferential allotment of shares to parties and companies which is covered in the register maintained u/s 301 of the Companies Act.,1956.

(xix) No debentures have been issued by the company and hence, the question of creating securities in the respect thereof does not arise.

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

(xxi) Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For B.S. RAJPUT & ASSOCIATES Chartered Accountants FRN: 119760W

Bhupendra Singh Rajput Partner M.No.: 106729

Place : AHMEDABAD Date : 14/08/2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Nimbus Foods Industries Limited as at 31st March, 2010 and the Profit and Loss Account of the Company for the year ended on 31s1 March, 2010 annexed thereto and report thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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 amount 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 Manufacturing and other Companies (Auditors Report) order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of.the Companies Act., 1956 and in terms of information and explanation given to us and also on the basis of such checks as we considered appropriate, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to 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 purpose 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 the books.

iii) The Balance Sheet and Profit and Loss Account, dealt with by this report, are in agreement with the books of Accounts.

iv) In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accounting Standard referred to in Sec. 211(3) (C) of the Companies Act.,1956, as amended by the Companies ( Amendment) Act.,1999.

v) On the basis of the written declaration received from the directors and taken on record by the board of directors, we report that none of the Directors of the Company is disqualified as at 31s1 March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act., 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information as 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 subject to :

(i) Re: Non-Provision of depreciation amounting to Rs. 25,267/- As required by Accounting Standardf AS-6) " Depreciation Accounting" issued by the Institute Of Chartered Accountants Of India which results in the under statement of loss to the tune of Rs.25,267/- ( Please refernote no.: 13 )

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March,2010 and

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

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

NIMBUS FOODS INDUSTRIES LIMITED

Referred to in paragraph 3 of our report of even date.

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

b) All the assets have been physically verified by the management during the year and also there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to information and explanation given to us the company has not disposed off substantial parts of fixed assets during the year.

(ii) a) The inventory has been physically verified during the year by the management. 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 the size of the company and nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) a) The company has taken loan of Rs. 10.63 lacs from six parties in earlier years which is covered in the register maintained under section 301 of the Companies Act., 1956. During the year under consideration the Company is also taken further loans from two parties amounting to Rs. 2.00 lacs. The year-end balance of loans taken from such parties was remaining Rs. 12.63 lacs. During the year under consideration the company given the advances amounting to Rs. 99.34 lacs against supply of goods and services to such related parties which is covered in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion, the rate of Interest is NIL and other terms and condition on which loans have been taken / granted to companies, firms or other parties listed 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 amounts as stipulated and has been regular in the payments

d) According to the information and explanation given to us there is no overdue amounts of loans taken or granted to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act., 1956

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) a) According to the information and explanations given to us, we are of the opinion that the Transactions that need to be entered into the register maintained under section 301 of the Companies Act. 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act., 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable for the year under audit.

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

(viii) The Central Government has not prescribed maintenance of cost records under 209(1 )(d) of the Companies Act., 1956 .

(ix) a) According to the records of the Company the company is regular in depositing with appropriate authorities undisputed statutory dues including employees state insurance, income tax, sales tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, custom duty, excise duty and cess were in appears, as at 31s1 March, 2010 for a period of more than six months from the date they became payable.

(x) In our opinion, the company has no accumulated losses and has not incurred cash loss during the year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayments of its dues to banks or financial institution.

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

(xiii) In our opinion the company is not a chit fund or a nidhi, mutual benefits fund society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors report) order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing in trading of shares, securities, debenture, or the investments and hence requirement of clause 4(xiv) of the Companies (Auditors report) order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us the company has not given any guarantee for loan taken by other from banks and financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term fund has been used to finance short-term assets except permanent working capital.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act., 1956.

(xix) No debentures have been issued by the company and hence, the question of creating securities in the respect thereof does not arise.

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

(xxi) Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B. S. RAJPUT & ASSOCIATES

Chartered Accountants

Place : Ahmedabad BHUPENDRA SINGH RAJPUT

Date : 09/08/2010 Partner

Mem. No. 106729