Auditor Report of Ocean Agro (India) Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Ocean Agro (India) Limited ('the Company') which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. 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 control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of 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. Qualified Opinion

As confirmed by the company, they have carried out investigation in respect of old outstanding debtors through a management team and taken incentive steps to recover old outstanding debtors and reviving those customers by supply of goods to them. Pursuant to scheme and work carried out by the company, they hope to recover old outstanding dues from old debtors and therefore after a detailed analytical review of recovering the same a provision of Rs. 165 lacs (approx) would be required

required to be made out of which Rs.65 lacs is provided as provision of bad and doubtful debts during the year. Company intends to provide Rs.100 lacs in phased manner of 2 years with a constant review of debtor's provision. To that extent Rs. 100 lacs remains unprovided. A sum of Rs.87.50 lacs is written off as bad debts out of accumulated provision of Rs. 106.01 lacs leaving balance of Rs. 18.50 lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Qualified opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india:

(I) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

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

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

5. Report on Other Legal and Regulatory Requirements

1. As required by the 'Companies (Auditor's Report) Order, 2015' issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose Of our audit;

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

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

d. In our opinion, the 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 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

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

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

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

iii. The Company is not required to transfer amount to investor education and protection fund.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (1) of our report of even date)

The Annexure referred to in our report to the members of Ocean Agro ( India ) Limited ('the Company') for the year ended 31 March 2015. We report that:

I In respect of its fixed assets:

a) The Company has maintained records that show full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management periodically. No material discrepancies were noticed on such physical verification.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

II a) As explained to us, the inventories have been physically verified at reasonable intervals by the management during the year. In respect of substantial portion of the stock lying with agents, Certificates containing details of the stock have been received.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards 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 is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

III in respect of loans, secured or unsecured the company has granted advances for business to a company, firms and other parties covered in the register maintained under section 189 of the act. The total of the year end balance was Rs. 21,96,677,47 Credit.

IV In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls. Some of the items purchased are of proprietary nature and suitable alternative sources do not exist for obtaining comparable quotation.

V The Company has not accepted any deposits from the public.

VI The Central Government of India has prescribed the maintenance of cost records under Section 148(1) of the Act

VII In respect of statutory dues:

a) Undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of foresaid dues outstanding as at 31 March 2015 for a period of more than six months from the date they became payable.

b) In respect of disputed statutory dues, the following matter are pending with various appellate authorities.

Sr. No. Year Liability Amount Rs. Status

1 AY2000-2001 Income Tax 7,19,311 Appeal pending with High Court. Ahmedabad

Appeal pending with Commercial Tax Officer, Ghatak (II) 2 AY2007 - 2008 C.S.T 2,75,804 vadodara.

c) The Company is not required to transfer amount to investor education and protection fund.

VII The accumulated losses of the company are not more than 50% of its net worth and has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

IX The Company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures during the year.

X According to information and explanations given to us, the Company has not given any guarantee for loans taken by subdiaries and others from Banks or Financial Institutions.

XI The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

XII Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For AmbalaIM.Shah&Co. Chartered Accountants

Place: Vadodara CA.AshokA. Jain Date : 28th May 2015 Partner M.No. 030389

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Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of 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. Qualified Opinion

In respect of long outstanding debtors, company is reviewing its recovery and has written off Rs. 83 Lacs (Approx.) and made provision of Rs. 75 Lacs leaving a balance of Rs. 1125 Lacs, for which substantial provision for bad debts is required. Bank balance of Rs. 42 Lacs are unconfirmed and requires to be recovered from Branches / Agents or in its absence be provided for. Due to above profit is overstated by above recoverable.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Qualified opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india.

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014.

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

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

5. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 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; and

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

(Referred to in Paragraph (1) of our report of even date)

The Annexure referred to in our report to the members of Ocean Agro (India) Limited (''the Company'') for the year ended 31 March 2014. We report that

I. In respect of its fixed assets:

a) The Company has maintained records that show full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management periodically. No material discrepancies were noticed on such physical verification.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

II. a) As explained to us, the inventories have been physically verified at reasonable intervals by the management during the year. In respect of substantial portion of the stock lying with agents, Certificates containing details of the stock have been received.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards 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 is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

III. in respect of loans, secured or unsecured the company has granted advances for business to a company, firms and other parties covered in the register maintained under section 301 of the companies act, 1956. The total of the year end balance was Rs. 39,79,084,47 Credit.

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 fixed assets. Some of the items purchased are of proprietary nature and suitable alternative sources do not exist for obtaining comparable quotation. There is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

V. In respect of transactions covered under section 301 of the Companies Act, 1956

a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into in 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, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of any party during the year except the purchases from M/s. Industrial Additives aggregating to an amount of Rs. 1,04,41,958 for the purchase of proprietary nature items for which no suitable alternative source exist for obtaining comparable quotations.

VI. The company has not accepted any deposit from the public.

VII. In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business. However it is required to be strengthened.

VIII. The Central Government of India has prescribed the maintenance of cost records under Section 209(1 )(d) of the Act.

IX. In respect of statutory dues:

a) The company is generally regular in depositing with appropriate authorities, undisputed Income tax and other statutory dues applicable to it.

b) According to information and explanation given to us, no undisputed amount payable in respect of statutory dues were in arrears as at 31s1 March, 2014 for a period of more than 6 months from the date they became payable.

c) In respect of disputed statutory dues, the following matter are pending with various appellate authorities.

Sr. No. Year Liability Amount Rs. Status

1. A.Y 2000 - 2001 Income Tax 719,311 Appeal pending with High Court.Ahmedabad

2. A.Y 2007-2008 C.S.T. 2,75,804 Appeal pending with Commercial Tax officer, Ghatak (II) Vadodara.

X. The accumulated losses of the company are not more than 50% of its net worth and has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

XI. According to the information and explanation given to us, the company has not defaulted in payment of dues to financial institutions.

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

XIII. The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

XV. In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

XVI. The Company did not have any term loans outstanding during the year. According to the information and explanation given to us and on an overall examination of Balance Sheet, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets.

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

XVIII. No funds have been raised through the issue of Debentures by the company.

XIX. The company has not made any public issue during the year.

XX. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the Course of our audit.



For Ambalal M. Shah & Co. Chartered Accountants

Place: Vadodara CA.Ashok A. Jain Date : 30th May 2014 Partner M.No. 030389

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Mar 31, 2013

1. We have audited the attached Balance Sheet of OCEAN AGRO (INDIA) LIMITED as at 31st March 2013 and also the Statement of Profit & loss and Cash Flow Statement of the company for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order 2003 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 hereto a statement on the matter specified in paragraphs 4 and 5 of the said 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, the company has kept proper books of account as required by law, so far as it appears from our examination of the books of the company;

iii) The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts of the company;

iv) In our opinion, the Balance Sheet and Statement Profit and loss comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except AS-15 ''Employee Benefits''.AS-21 ''consolidated Financial Statement '' and AS-22 '' Accounting for taxes on income''.

5. On the basis of the written representations received from the directors, and taken on record by the Board of Directors we report that none of the directors is disqualified as on 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.

6. Subject to the foregoing, and - 1) The company has not made any provision for long outstanding debtors inclusive of carried forward balances but has written off Rs.711500 during the year to profit & loss account. Total provsion for doubtful debt created by company so far is Rs. 50 lacs for long outstanding debtors of Rs. 1202.72 lacs (Approx). 2) Debtors/credit balances are subject to balance confirmation. 3) Unoperated accounts at various C&F states needs reconcilation and sutiable provisons. (Refer note no. : 16).

7. Company has fully owned LLC namely Ocean Agro LLC in U.S.A. Since operational activities are not started, pre-operative expenses US $ 2,52,974.14 shall be written off proportionately on commencement of its business. Funds transferred to this LLC is treated as Investments in view of non-commencement of commercial activities. This being preliminary period, consolidation of financial statements are not done properly as per AS 21 with Holding company as stated by the management. However they are advised to do so. Losses of US $ 2,52,974.14 Pertaining to LLC is not provided in the account of the company.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significiant Accounting Policies and notes thereon, 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 generelly accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013; and

ii) In the case of Profit & Loss A/c of the profit of the company for the year ended on 31st March 2013

iii) In the case of Cash Flow Statement of the company for the year ended on 31st March 2013.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph (1) of our report of even date)

I In respect of its fixed assets :

a) The Company has maintained records that show full particulars including quantitative details and situation of fixed assets which needs to be updated more regularly.

b) As explained to us, the fixed assets have been physically verified by the management periodically. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

II a) As explained to us, the inventories have been physically verified at reasonable intervals by the management during the year. In respect of substantial portion of the stock lying with agents, Certificates containing details of the stock have been received.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards 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 is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

III a) In respect of loans, secured or unsecured the company has granted advances for business to a company, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956 . The total of the year end balance was Rs. Rs. 45,12,126.47 Credit .

b) According to the information and explanation given to us, no interest has been charged on loans taken from / granted to parties listed in register maintained U/s 301 of the Companies act , 1956. The said policy seems to be prima facie not prejudicial to the interest of the company.

c) In respect of the loans granted and taken by the company, the amount is repayable on demand.

d) On the basis of policy stated above, the question of overdue amount does not arise.

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 fixed assets. Some of the items purchased are of proprietary nature and suitable alternative sources do not exist for obtaining comparable quotation. There is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

V In respect of transactions covered under section 301 of the Companies Act, 1956

a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into in 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, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of any party during the year except the purchases from M/s. Industrial Additives aggregating to an amount of Rs.68,84,277 for the purchase of proprietary nature items for which no suitable alternative source exist for obtaining comparable quotations.

VI In our opinion and according to information and explanation given to us the Company has not accepted any deposits from the public.

VII Company has in-house internal audit system which is examined by us and found adequate with respect to the size of the company and nature of its business. However it is required to be strengthened.

VIII The maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 has not been prescribed by the Central Government.

IX In respect of statutory dues:

a) The company is generally regular in depositing with appropriate authorities, undisputed Income tax and other statutory dues applicable to it.

b) According to information and explanation given to us, no undisputed amount payable in respect of statutory dues were in arrears as at 31 March, 2013 for a period of more than 6 months from the date they became payable.

c) In respect of disputed statutory dues, the following matter are pending with various appellate authorities.

Sr. No. Year Liability Amount Rs. Status 1 A.Y 2000 - 2001 Income Tax 719,311 Appeal pending with High Court. Ahmedabad

X The accumulated losses of the company are not more than 50% of its net worth and has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

XI According to the information and explanation given to us, the company has not defaulted in payment of dues to financial institutions.

XII In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

XV In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

XVI In our opinion and according to the information and explanation given to us, the Company has not raised any new term loans during the year.

XVII According to the information and explanation given to us and on an overall examination of Balance Sheet, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets.

XVIII According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

XIX No funds have been raised through the issue of Debentures by the company.

XX The company has not made any public issue during the year.

XXI According 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 Ambalal M. Shah & Co.

Chartered Accountants



Place : Vadodara CA. Ashok A. Jain

Date : 30th May 2013 Partner

M. No. 30389

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Mar 31, 2012

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph (1) of our report of even date)

I In respect of its fixed assets: .

a) The Company has maintained records that show full particulars including quantitative details and situation of fixed assets which needs to be updated more regularly.

b) As explained to us, the fixed assets have been physically verified by the management periodically. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

II a) As explained to us, the inventories have been physically verified at reasonable intervals by the management during the year. In respect of substantial portion of the stock lying with agents, Certificates containing details of the stock have been received.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards 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 is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

III a) In respect of loans, secured or unsecured the company has granted advances for business to a company, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956. The total of the year end balance was Rs. 5694861.47 Credit.

b) According to the information and explanation given to us, no interest has been charged on loans taken from / granted to parties listed in register maintained U/s 301 of the Companies act, 1956. The said policy seems to be prima facie not prejudicial to the interest of the company.

c) In respect of the loans granted and taken by the company, the amount is repayable on demand.

d) On the basis of policy stated above, the question of overdue amount does not arise.

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 fixed assets. Some of the items purchased are of proprietary nature and suitable alternative sources do not exist for obtaining comparable quotation. There is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

V In respect of transactions covered under section 301 of the Companies Act, 1956

a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into in 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, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of any party during the year except the purchases from M/s. Industrial Additives aggregating to an amount of Rs. 63,48,395 for the purchase of proprietary nature items for which no suitable alternative source exist for obtaining comparable quotations.

VI In our opinion and according to information and explanation given to us the Company has not accepted any deposits from the public.

VII Company has in-house internal audit system which is examined by us and found adequate with respect to the size of the company and nature of its business however it is required to be strengthened.

VIII The maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 has not been prescribed by the Central Government.

IX In respect of statutory dues:

a) The company is generally regular in depositing with appropriate authorities, undisputed Income tax and other statutory dues applicable to it.

b) According to information and explanation given to us, no undisputed amount payable in respect of statutory dues were in arrears as at 31 March, 2012 for a period of more than 6 months from the date they became payable.

c) In respect of disputed statutory dues, the following matter are pending with various appellate authorities.

Sl Year Liability Amount Status

1 A.Y 2000 - 2001 Income Tax 719,311 Appeal pending with High Court. Ahmedabad

X The accumulated losses of the company are not more than 50% of its net worth and has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

XI According to the information and explanation given to us, the company has not defaulted in payment of dues to financial institutions.

XII In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause

4 (xiii) of the Companies (Auditor's Report) Order, 2003 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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XV In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

XVI In our opinion and according to the information and explanation given to us, the Company has not raised any new term loans during the year.

XVII According to the information and explanation given to us and on an overall examination of Balance Sheet, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets.

XVIII According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

XIX No funds have been raised through the issue of Debentures by the company.

XX The company has not made any public issue during the year.

XXI According 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 AmbalaIM.Shah&Co.

Chartered Accountants

Place: Vadodara CA.AshokA. Jain

Date : 30th May 2012 Partner

M. No. 30389

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Mar 31, 2010

1. We have audited the attached Balance Sheet of OCEAN AGRO (INDIA) LIMITED as at 31 March 2010 and also the Profit & loss a/c 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.

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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 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 hereto a statement on the matter specified in paragraphs 4 and 5 of the said 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, the company has kept proper books of account as required by law, so far as it appears from our examination of the books of the company;

iii) The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts of the company;

iv) 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, except AS-15 Employee Benefits.

5. On the basis of the written representations received from the directors, and taken on

record by the Board of Directors we report that none of the directors is disqualified as on 31 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.

6. Subject to the foregoing, and -1) provision for bad & doubtful debts Rs. 25 Lacs which in the opinion of the company is adequate inrespect old debtors recovery as per clarificatory note number 2 in schedule P, 2) Non amortisation of balancing Rs. 7.15 lacs deferred revenue expenses and thereby over statement of profit and under statement of accumulated losses to that extent and 3) Debtors / Credit balances are subject to balance confirmation, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010; and

ii) in the case of Profit & Loss A/c of the profit of the company for the year ended on 31 March 2010.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph (1) of our report of even date)

I In respect of its fixed assets:

a) The Company has maintained records that show full particulars including quantitative details and situation of fixed assets which needs to be updated more regularly.

b) As explained to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

II a) As explained to us, the inventories have been physically verified at reasonable intervals by the

management during the year. In respect of substantial portion of the stock lying with agents, Certificates containing details of the stock have been received.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards 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 is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

III a) In respect of loans, secured or unsecured the company has granted advances for business to a

company, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956. The total of the year end balance was Rs.7988464.47 Credit.

b) According to the information and explanation given to us, no interest has been charged on loans taken from / granted to parties listed in register maintained U/s 301 of the Companies act, 1956. The said policy seems to be prima facie not prejudicial to the interest of the company.

c) In respect of the loans granted and taken by the company, the amount is repayable on demand.

d) On the basis of policy stated above, the question of overdue amount does not arise.

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 fixed assets. Some of the items purchased are of proprietory nature and suitable alternative sources do not exist for obtaining comparable quotation. There is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and with regards to the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

V In respect of transactions covered under section 301 of the Companies Act, 1956

a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into in 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, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of any party during the year except the purchases from M/s. Industrial Additives aggregating to an amount of Rs.8337064forthe purchase of proprietory nature items for which no suitable alternative source exist for obtaining comparable quotations.

VI In our opinion and according to informattoitiicKl explanation given to us the Company has not accepted any deposits from the public.

VII Company has in-house internal audit system which is examined by us and found adequate with respect to the size of the company and nature of its business except certain areas where it is required to be strengthened.

VIM The maintenance of cost records under section 209 (1) (d) of the companies Act, 1956 has not been prescribed by the Central Government.

IX In respect of statutory dues:

a) The company is generally regular in depositing with appropriate authorities, undisputed Income tax and other statutory dues applicable to it.

b) According to information and explanation given to us, no undisputed amount payable in respect of statutory dues were in arrears as at 31 March, 2009 for a period of more than 6 months from the date they became payable.

c) In respect of disputed statutory dues, the following matter are pending with various appellate authorities.

Sr.

No. Year Liability Amount Rs. Status

1 A.Y 2000-2001 Income Tax 719,311 Appeal pending with

High Court. Ahmedabad

X The accumulated losses of the company are not more than 50% of its net worth and has not incurred cash losses during the year covered by our audit and the immediately preceding financial year.

XI According to the information and explanation given to us, the company has not defaulted in payment of dues to financial institutions, banks keeping in view mutual arrangement with IDBI for restructuring the schedule of repayment of term loan.

XII In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund or a nidhi / mutual benefit 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 or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV In our opinion and according to the information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

XVI In our opinion and according to the information and explanation given to us, the Company has not raised any new term loans during the year.

XVII According to the information and explanation given to us and on an overall examination of Balance Sheet, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets.

XVIII According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Act.

XIX No funds have been raised through the issue of Debentures by the company.

XX The company has not made any public issue during the year.

XXI According 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 AmbalalM.Shah & Co.

Chartered Accountants

Place: Vadodara CA.AshokA. Jain

Date : 28th May 2010 Partner

M.No.30389