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Auditor Report of Oswal Agro Mills Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Oswal Agro Mills Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial 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 misstatements, whether due to fraud or error.

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

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

The company is in the process of obtaining the shareholders' approval for the remuneration of Rs. 1,918.23 thousand, referred to in Note No. 2.27, paid to CEO and Director in the ensuing annual general meeting.

The company is in the process of appointing Independent Directors and regularizing its Committees and Composition of Board, refer Note No. 2.34(ii) to the financial statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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 paragraphs 3 and 4 of the Order.

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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 2.26 to the financial statements;

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date]

1. In respect of the fixed assets of the Company :

(a) The Company is maintaining proper records (other than furniture & fixtures for closed units) showing full particulars, including quantitative details and situation of fixed assets.

(b) The management has physically verified the fixed assets (other than furniture & fixtures for closed units) at reasonable intervals. No material discrepancies were noticed on such verification.

2. In respect of the inventories of the Company:

(a) As explained to us, inventories have been physically verified by the management at regular intervals. In our opinion, the frequency of such physical verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of the same.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3 (iii), (iii)(a) and (iii)(b) of the Companies (Auditors Report) Order, 2015 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control systems of the Company.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year and does not have any unclaimed deposits. Accordingly, the provisions of Clause 3 (v) of the Order are not applicable to the Company.

6. The maintenance of cost records under sub- section (1) of Section 148 of the Companies Act, 2013 is not applicable to the company. Accordingly, the provisions of Clause 3 (vi) of the Order are not applicable to the Company.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities. There were no arrears of undisputed statutory dues as at March 31, 2015, which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, and the records of the Company examined by us, the particulars of dues of Income Tax, Sales Tax, wealth tax, Service Tax, duty of customs, duty of excise, Value added tax and cess as at March 31, 2015 which have not been deposited on account of any dispute is as follows:

Name of Statute Nature of Dues Amount Period to which the Forum where the (Rs. in thousand) amount relates Dispute is pending

Punjab General Sales Tax VAT 1,422.73 F.Y.1999 - 2000 Pending before Punjab Act 1948 (PGST) VAT Tribunal

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder.

8. The accumulated losses of the Company as at March 31, 2015 are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year and in the immediately preceding financial year.

9. According to the information and explanation given to us, the company does not have any loan from any financial institution and banks and has not issued any debentures. Accordingly the provisions of the clause 3 (ix) of the order are not applicable to the Company.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Therefore, the provisions of clause 3 (x) of the order are not applicable to the Company.

11. According to the information and explanation given to us, the Company has not obtained any term loans during the year. Therefore, the provisions of clause 3 (xi) of the order are not applicable to the Company.

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

For T.R. Chadha & Co.

Chartered Accountants

(Firm Registration No. 006711N)

Surender Kumar

Place : New Delhi Partner

Date :May 28, 2015 Membership Number: 082982


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th 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.

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 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 entity''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.

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 31 March, 2014;

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

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. 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 notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

2. 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 Companies Act, 1956 of India (the ''Act'') and on the basis of such checks of 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 as statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

ANNEXURE TO THE AUDITORS'' REPORT Statement referred to in paragraph (2) of Report on Other Legal and Regulatory Requirements of even date to shareholders of OSWAL AGRO MILLS LIMITED on the accounts for the year ended 31st March, 2014

I. a) The Company has maintained proper records other than plant & machinery and furniture & fixtures for closed units, to show full particulars including quantitative details and situation of its fixed assets.

b) According to explanations given to us all the fixed assets other than plant & machinery and furniture & fixtures for closed units, have been physically verified by the management at the year end, which in our opinion is considered reasonable having regard to the size of the company and nature of its business. No material discrepancy noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, substantial part of fixed assets has not been disposed of by the Company during the year.

II. a) As explained to us, the inventories were physically verified during the year by the management at the reasonable intervals.

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

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c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. No material discrepancy has been noticed on physical verification of inventory as compared to book records

III. According to the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the ''Act''. Accordingly, the provisions of clause 4 (iii) of the Order are not applicable to the Company

IV. In our opinion and according to the information and explanations given to us, in general, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

V. In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the ''Act'', have been so entered and there are no transactions made in pursuance of contracts and arrangement entered into the register in pursuance of Section 301 of the ''Act'' and exceeding the value of rupees five Lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

VI. In our opinion and according to the information an explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Act and the Rules framed there under are applicable

VII. In our opinion, the Company''s present internal audit system is generally commensurate with its size and nature of its business

VIII. The company is not engaged in any manufacturing or other activity requiring maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956

IX. a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally

regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income- tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March 2014 for a period of more than six months from the date they became payable

b. According to the information and explanations given to us, there are no material dues of income tax, service tax, customs duty, wealth tax, excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute. However according to the information and explanations given to us, the following dues of sales tax and excise duty have not been deposited by the Company on account of a dispute:

Name of Statute Nature Amount Period to Forum where of Dues In thousand Which the the Dispute amount relate Pending

Punjab General Sales VAT 1,422.73 1999 to 2000 Pending before Tax Act 1948 (PGST) Punjab VAT Tribunal

X. The accumulated losses of the company as at March 31, 2014 are not more than fifty percent of its net worth. The company has not incurred cash losses during the current financial year and has incurred cash losses in the immediately preceding financial year.

XI. According to the information and explanation given to us, the company does not have any loan from any financial institution and has not issued any debentures. Accordingly the provisions of the clause 4 (xi) of the order are not applicable to the Company.

XII. In our opinion, and according to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of the clause 4 (xii) of the order are not applicable to the Company.

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

XIV The company has not traded in shares, securities, debentures and other investments during the year. However, the company is maintaining separate records of the transactions and contracts for the shares held as stock in trade and making timely entries therein. These shares and other securities are held by the company in its own name

XV. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year. Therefore, the provisions of clause 4 (xv) of the order are not applicable to the Company.

XVI. According to the information and explanation given to us, the Company has not obtained any term loan during the year. Therefore, the provisions of clause 4 (xvi) of the order are not applicable to the Company.

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

XVIII. According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered

n the register maintained under Section 301 of the ''Act'' during the year.

XIX. According to information and explanations given to us, the Company has not issued any debenture during the year and accordingly, no securities have been created

XX. According to information and explanations given to us, the Company has not raised any money by public issues during the year.

XXI. According to information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For T.R. Chadha & Co. Accountance Chartered

(Firm Registration No. 006711N)

(Aashish Gupta) Partner Membership Number: 097343

Place : New Delhi Date : 30th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Oswal Agro Mills Limited ("the Company"), which comprises the balance sheet as at 31stMarch 2013, the statement of profit and loss of the Company for the year then ended, the cash flow statement of the Company for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. 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; and

(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.

2. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Govt. of India in terms of sub-section (4A) of section 227 of ‘The Companies Act, 1956'' of India (the ‘Act'') and on the basis of such checks of 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 as statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. On the basis of the written representations received from the directors, as at 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director under section 274(1) (g) of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

[Referred in paragraph 2 of Report on Other Legal and Regulatory Requirements of even date]

i) a) The Company has maintained proper records other than plant & machinery and furniture & fixtures for closed Units, to show full particulars including quantitative details and situation of its fixed assets.

b) According to explanations given to us all the fixed assets other than plant & machinery and furniture & fixtures for closed units, have been physically verified by the management at the year end, which in our opinion is considered reasonable having regard to the size of the company and nature of its business. No material discrepancy noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, substantial part of fixed assets has not been disposed of by the Company during the year.

ii) a) As explained to us, the inventories were physically verified during the year by the management at the reasonable intervals.

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

c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. No material discrepancy has been noticed on physical verification of inventory as compared to book records.

iii) According to the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the ‘Act''. Accordingly, the provisions of clause 4 (iii) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, in general, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the ‘Act'', have been so entered and there are no transactions made in pursuance of contracts and arrangement entered into the register in pursuance of Section 301 of the ‘Act'' and exceeding the value of rupees five Lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information an explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Act and the Rules framed there under are applicable.

vii) In our opinion, the Company''s present internal audit system is generally commensurate with its size and nature of its business.

viii) The company is not engaged in any manufacturing or other activity requiring maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities.

b) According to the information and explanations given to us, there are no material dues of income tax, service tax, customs duty, wealth tax, excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute.

x) The accumulated losses of the company as at March 31, 2013 are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year ended on that date and also in immediately preceding financial year.

xi) According to the information and explanation given to us, the company does not have any loan from any financial institution and has not issued any debentures. Accordingly the provisions of the clause 4 (xi) of the order are not applicable to the Company.

xii) In our opinion, and according to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of the clause 4 (xii) of the order are not applicable to the Company.

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

xiv) In our opinion, the Company is trading in shares, securities, and other investments. The company is maintaining separate records of the transactions and contracts and making timely entries therein. These shares and other securities are held by the company in its own name.

xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year. Therefore, the provisions of clause 4 (xv) of the order are not applicable to the Company.

xvi) According to the information and explanation given to us, the Company has not obtained any term loan during the year. Therefore, the provisions of clause 4 (xvi) of the order are not applicable to the Company.

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

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

xix) According to information and explanations given to us, the Company has not issued any debenture during the year and accordingly, no securities have been created.

xx) According to information and explanations given to us, the Company has not raised any money by public issues during the year.

xxi) According to information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

for T. R. Chadha & Co. (Firm Registration No. 006711N)

Chartered Accountants

(Surender Kumar)

Place : New Delhi Partner

Date : 28th May, 2013 Membership Number: 82982


Mar 31, 2012

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

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 Repot) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in section 211 (3C) of the 'Act';

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement, together with the notes thereon and attached thereto, given in the prescribed manner, the information required by the 'Act' give respectively, a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012

(b) in the case of the Statement of Profit & Loss, of the Loss for the year ended on that date; and

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

[Referred to in paragraph 3 of the Auditors' Report of even date]

i) a) The Company has maintained proper records other than for closed divisions, plant & machinery and furniture & fixtures to show full particulars including quantitative details and situation of its fixed assets.

b) According to explanations given to us all the fixed assets other than for closed divisions, plant & machinery and furniture & fixtures have been physically verified by the management at the year end, which in our opinion is considered reasonable having regard to the size of the company and nature of its business. No material discrepancy noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, substantial part of fixed assets has not been disposed of by the Company during the year.

ii) a) As explained to us, the inventories were physically verified during the year by the management at the reasonable intervals.

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

c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. No material discrepancy has been noticed on physical verification of inventory as compared to book records.

iii) According to the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties listed in the register maintained under section 301 of the 'Act'. Accordingly, the provisions of clause 4 (iii) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, in general, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v) In our opinion and according to the information an explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the 'Act', have been so entered and there are no transactions made in pursuance of contracts and arrangement entered into the register in pursuance of Section 301 of the 'Act' and exceeding the value of rupees five Lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information an explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Act and the Rules framed there under are applicable.

vii) In our opinion, the Company's present internal audit system is generally commensurate with its size and nature of its business.

viii) The company is not engaged in any manufacturing or other activity requiring maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities.

b) According to the information and explanations given to us, there are no material dues of income tax, service tax, customs duty, wealth tax and cess which have not been deposited with the appropriate authorities on account of any dispute. However according to the information and explanations given to us, the following dues of sales tax and excise duty have not been deposited by the Company on account of a dispute:

Name of Statute Nature of Dues Amount Period to which the Forum where the (Rs. in thousand) amount relates Dispute is pending

Central Excise Act 1944 Excise Duty 20,900.71 1991 to 1993 Pending Before CESTAT Mumbai

UP Sales Tax Sales Tax 1,109.96 1993 to 1996 High Court Allahabad

Punjab General Sales Tax VAT 1,422.73 1999 to 2000 Pending before Punjab Act 1948 (PGST) Vat Tribunal

x) The accumulated losses of the company as at March 31, 2012 are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year ended on that date. The Company has not incurred cash losses in immediately preceding financial year.

xi) According to the information and explanation given to us, the company does not have any loan from any financial institution and has not issued any debentures. Accordingly the provisions of the clause 4 (xi) of the order are not applicable to the Company.

xii) In our opinion, and according to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of the clause 4 (xii) of the order are not applicable to the Company.

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

xiv) In our opinion, the Company is trading in shares, securities, and other investments. The company is maintaining separate records of the transactions and contracts and making timely entries therein. These shares and other securities are held by the company in its own name.

xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year. Therefore, the provisions of clause 4 (xv) of the order are not applicable to the Company.

xvi) According to the information and explanation given to us, the Company has not obtained any term loans during the year. Therefore, the provisions of clause 4 (xvi) of the order are not applicable to the Company.

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

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

xix) According to information and explanations given to us, the Company has not issued any debenture during the year and accordingly, no securities have been created.

xx) According to information and explanations given to us, the Company has not raised any money by public issues during the year.

xxi) According to information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For T.R. Chadha & Co. (Firm Registration No. 006711N)

Chartered Accountants

Place: New Delhi (Surender Kumar)

Date: 29th May, 2012 Partner

M. No. 82982


Mar 31, 2011

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

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in section 211 (3C) of the 'Act';

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement, together with the notes thereon and attached thereto, given in the prescribed manner, the information required by the 'Act' and subject to our comments in paragraph 5 below, give respectively, a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date; and

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

5 Non- translation of interest free export advance received (net) of USD 52,37,796.80 at the year end exchange rate and which is contrary to Accounting Standard 11 and further non- provision of interest accrued on the amount receivable Rs. 38,386.29 thousand due to the pending execution of Decree orders passed by the High Court on 09.05.1989, as stated in Note No. 3 in Schedule XVIII.

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date]

i) a) The Company has maintained proper records other than for closed divisions and furniture & fixtures to show full particulars including quantitative details and situation of its fixed assets.

b) According to explanations given to us all the fixed assets other than for closed divisions and furniture & fixtures have been physically verified by the management at the year end, which in our opinion is considered reasonable having regard to the size of the company and nature of its business. No material discrepancy noticed on such verification as compared to book records.

c) In our opinion and according to the information and explanations given to us, substantial part of fixed assets has not been disposed of by the Company during the year.

ii) a) The company is not carrying any inventory as on 31st March 2011 except land converted into inventory during the year and shares held for trading. The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory the discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii) a) The Company has granted unsecured loan amounting to Rs. 14,716.41 thousand (Maximum Balance Outstanding Rs. 29,516.29 thousand) during the year to one company covered in the register maintained under Section 301 of the Act.

b) The rate of interest and other terms and conditions of loan given is not prime facie prejudicial to the interest of the company.

c) In respect of aforesaid loan, the party is repaying the principal amount as stipulated and is also regular in payment of interest, where applicable.

d) In respect of aforesaid loan, there is no overdue amount more than Rs. one lac.

e) The Company has taken unsecured loan amounting to Rs.39,067.46 thousand (Maximum Balance Outstanding Rs.25,308.35 thousand) during the year from one company covered in the register maintained under Section 301 of the Act.

f) The rate of interest and other terms and conditions of loan taken is not prime facie prejudicial to the interest of the company.

g) In respect of aforesaid loan, the company is repaying the principal amount as stipulated and is also regular in payment of interest, where applicable.

iv) In our opinion and according to the information and explanations given to us, in general, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v) In our opinion and according to the information an explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act, have been so entered and there are no transactions made in pursuance of contracts or arrangement entered into the register in pursuance of Section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Rules framed there under.

vii) In our opinion, the Company's present internal audit system is generally commensurate with its size and nature of its business.

viii) The company is not engaged in any manufacturing or other activity requiring maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including investor education and protection fund, employees' state insurance, income-tax, wealth tax, customs duty, service tax, excise duty and other material statutory dues as applicable, with the appropriate authorities.

b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales- tax, income-tax, customs duty, service tax, wealth tax, excise duty and cess as at March 31, 2011 which have not been deposited on account of a dispute, are as follows -

Name of Statute Nature of Dues Amount Period to which the the (Rs. in thousand) amount relates

Central Excise Act 1944 Excise Duty 36,434.03 1,991 to 1993

UP Sales Tax Sales Tax 1,109.96 1,993 to 1996





Name Of Statute Forum where the Dispute is pending

Central Excise Act 1944 Pending Before CESTAT Mumbai

UP Sales Tax High Court Allahabad



x) The accumulated losses of the company as at March 31, 2011 are not more than 50% of its net worth. The company has neither incurred cash losses during the financial year ended on the date nor in immediate preceding year.

xi) According to the information and explanation given to us the company has not defaulted in repayment of dues to the banks. The company does not have any loan from any financial institution and has not issued any debentures.

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 provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company is trading in shares, securities and other investments. The company is maintaining separate records of the transactions and contracts and making timely entries therein. These shares and other securities are held by the company in its own name.

xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

xvi) As per information and explanations given to us the Company has not obtained any term loans during the year.

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

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

xix) The Company has not issued any debenture during the year and accordingly, no securities have been created.

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

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

For T.R. Chadha & Co.

(Firm Registration No. 006711N)

Chartered Accountants

(Surender Kumar)

Date : 28th May, 2011 Partner

Place : New Delhi M. No. 82982

 
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