Auditor Report of Richirich Inventures Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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 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 September 13, 2013, issued by 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.

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 & perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 risk 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 Company''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 our 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 Balance Sheet, of the state of affairs of the company as at March 31, 2014.

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

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

2. As required by section 227 (3) of the Act, 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 & Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.;

d) in our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash flow statement comply with the Accounting Standards notified under the Act 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;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, 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.

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in Paragraph 3 of our Report of even date)

(i) In respect of its fixed assets.

(a) The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets has not been physically verified during the year by the management and discrepancies between book record and physical verification, if any, will be determined only after the register is completed/updated.

(c) Fixed Assets disposed off by the Company during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) In respect of its inventories:

(a) The Company does not have inventory during the year. Hence this clause is not applicable to the Company.

(iii) The Company has received Interest Free Loans from director of Rs7, 96,834/- to parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under review. The Terms and Conditions are prima facie not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to 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 system.

(v) To the best of our knowledge and belief and accordingly to the information and explanations given to us, we have noticed that there are no transactions made by the company in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs 5,00,000/- or more

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) As per information given to us and in our opinion the Company have an internal audit system commensurate with the size and nature of its business.

(viii) As informed to us The Central Government has not prescribed for maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the company.

(ix) Statutory and Other Dues:

(a) According to the information and explanations given to us and based on the records examined by us in accordance with generally accepted auditing practice in India and also based on Management representation, the company is regular in depositing undisputed statutory dues. We have been informed there is no undisputed dues which remained outstanding as at the end of the financial year, 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, there are no dues outstanding on account of any dispute.

(x) The company is registered more than five years and has not incurred accumulated losses as at 31st March, 2014 more than fifty percentage of its paid up capital. Hence the provision of clause

(x) of Para 4 of CARO 2003 is not applicable to the company.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not taken any loans from financial institutions, banks. Therefore the question of default in the repayment of dues to financial institutions, banks has not arisen. (

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

(xiii) The company not being Chit Fund/ Nidhi/ Mutual benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable.

(xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investment.

(xv) According to the information and explanations given to us, there are no guarantees given by the company for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the company has not taken any term loans; therefore disclosure of application of term loans is not applicable to the company.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, no funds raised on short- term basis have been used for long-term investment and vice versa

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

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year.

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

(xxi) During the course of examination of the books of accounts and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given to us, we have not come across any fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Deepak SL Agarwal& Co Chartered Accountants FRN 123094W

Deepak S Agarwal Proprietor Place: Mumbai Mem. No. 110579 Date: 29/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of RICHIRICH INVENTURES LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a Summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 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 & perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 risk 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 principles 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 our 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 Balance Sheet, of the state of affairs of the company as at March 31, 2013.

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

(c) in the case of 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 the Companies ( Auditor''s Report) Order, 2003 (" the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 & Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.;

d) in our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash flow statement comply with the Accounting Standards referred to in sub section ( 3C ) of Section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, 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.

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in Paragraph 3 of our Report of even date)

(i) In respect of its fixed assets.

(a) The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets has not been physically verified during the year by the management and discrepancies between book record and physical verification, if any, will be determined only after the register is completed/updated.

(c) Fixed Assets disposed off by the Company during the year were not substantial, hence it does not affect the Company as a going concern.

(ii) In respect of its inventories:

(a) The Company does not have inventory during the year. Hence this clause is not applicable to the Company.

(iii)The Company has granted loan to one of director of Rs. 2, 84,152 from parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under review. The Terms and Conditions are prima facie not prejudicial to the interest of the company.

(iv)In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to 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 system.

(v) To the best of our knowledge and belief and accordingly to the information and explanations given to us, we have noticed that there are no transactions made by the company in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs 5,00,000/- or more

(vi)The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) As per information given to us and in our opinion the Company does not have an internal audit system commensurate with the size and nature of its business.

(viii) As informed to us The Central Government has not prescribed for maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for the company.

(ix) Statutory and Other Dues:

(a) According to the information and explanations given to us and based on the records examined by us in accordance with generally accepted auditing practices in India and also based on Management representation, the company has generally complied with Income Tax provisions.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues outstanding on account of any dispute.

(x) The company is registered more than five years and has not incurred accumulated losses as at 31st March, 2013 more than fifty percentage of its paid up capital. Hence the provision of clause (x) of Para 4 of CARO 2003 is not applicable to the company.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not taken any loans from financial institutions, banks. Therefore the question of default in the repayment of dues to financial institutions, banks has not arisen.

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

(xiii) The company not being Chit Fund/ Nidhi/ Mutual benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable.

(xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investment.

(xv) According to the information and explanations given to us, there are no guarantees given by the company for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the company has not taken any term loans; therefore disclosure of application of term loans is not applicable to the company. (xvii) On the basis of an overall examination of the Balance Sheet of the Company, no funds raised on short-term basis have been used for long-term investment and vice versa (xviii) According to the information and explanations given to us, during the year under review the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. (xix) According to the information and explanations given to us, the company has not issued any debentures during the year.

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

(xxi) During the course of examination of the books of accounts 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 fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management. For Deepak SL Agarwal & Co

Chartered Accountants

Deepak Agarwal

Proprietor

Place: Mumbai Mem. No. 110579

Date: 16th August 2013 FRN 123094W

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Mar 31, 2012

We have audited the attached Balance Sheet of RICHIRICH INVENTURES LIMITED (formerly known as RICHIRICH AGRO LIMITED) at 31st March, 2012, and the annexed Profit & Loss Account and the Cash flow Statement 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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 presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of The Companies Act, 1956 we annex here to statement on the matters specified in paragraphs 4 of the said Order to the extent applicable to the company.

3. Further to the comment in the Annexure referred to in paragraph above, we report that:

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

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

c) The Balance Sheet ,Profit & Loss Account and the Cash flow dealt with by this report are in agreement with the books of accounts;

d) The Balance Sheet, Profit & Loss Account and the Cash flow statement complied in all material respect with the accounting standards as specified in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from all the directors of the company and the information and explanation as made available, we report that none of the directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274 (1) (g)of the companies Act, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and Notes to Accounts as per schedule 1 & 2 give the information required by the Companies Act,1956 in the manner so required and give a true and fair view:

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in Paragraph 3 of our Report of even date)

(i) In respect of its fixed assets.

(a) The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets has not been physically verified during the year by the management and discrepancies between book record and physical verification, if any, will be determined only after the register is completed/up d ated.

(c) No substantial (or major) part of the fixed assets has been disposed off during the year.

(ii) In respect of its inventories:

(a) The Company does not have inventory during the year. Hence this clause is not applicable to the Company.

(iii) The Company has granted loan to one of director of Rs. 3,94,152 from parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year under review. The Terms and Conditions are prima facie not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business, for purchase of inventory and fixed assets and for the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to 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 system.

(v) To the best of our knowledge and belief and accordingly to the information and explanations given to us, we have noticed that there are no transactions made by the company in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs 5,00,000/- or more

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) As per information given to us and in our opinion the Company does not have an internal audit system commensurate with the size of business of the Company.

(viii) As informed to us The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Companies Ac, 1956 for the company.

(ix) Statutory and Other Dues:

(a) According to the information and explanations given to us and based on the records examined by us in accordance with generally accepted auditing practices in India and also based on Management representation, the company has generally complied with Income Tax provisions.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues outstanding on account of any dispute.

(x) The company is registered more than five years and has not incurred accumulated losses as at 31st March, 2012 more than fifty percentage of its paid up capital. Hence the provision of clause (x) of Para 4 of CARO 2003 is not applicable to the company.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not taken any loans from financial institutions, banks. Therefore the question of default in the repayment of dues to financial institutions, banks has not arisen.

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

(xiii) The company not being Chit Fund/ Nidhi/ Mutual benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable.

(xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investment.

(xv) According to the information and explanations given to us, there are no guarantees given by the company for loans taken by others from banks and financial institutions.

(xvi) According to the information and explanations given to us, the company has not taken any term loans, therefore disclosure of application of term loans is not applicable to the company.

(xvii) On the basis of an overall examination of the Balance Sheet of the Company, no funds raised on short-term basis have been used for long-term investment and vice versa

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

(xix) According to the information and explanations given to us, the company has not issued any debentures during the year.

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

(xxi) During the course of examination of the books of accounts 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 fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Deepak SL Agarwal & Co

Chartered Accountants

Deepak Agarwal

Proprietor

Place: Mumbai Mem. No. 110579

Date: September 29, 2012 FRN 123094W

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Mar 31, 2011

We have audited the attached Balance Sheet of RICHIRICH INVENTURES LIMITED as at 31st March, 2011, the Profit &Loss Account of the Comp any for the year ended on that date and the Cash Flow Statement of the comp any as at 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.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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.

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' of India, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

1. Further to our comment in the Annexure referred to in paragraph above and subject to contingent liability of Rs. 3.71 lacs (approx.) plus interest and penalty if any of TDS liability under provisions of income tax Act, 1961 as referred under para 4 of Note 5 of Schedule 13, and forfeiture of Rs.8.5 Lacs as referred under note 11 of Schedule 13,we rep ort that:

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as app ears from our examination of those books;

c) The Balance Sheet ,Profit & Loss Account and the Cash flow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance Sheet, Profit & Loss Account and the Cash flow statement dealt with by this rep ort comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from directors of the company as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the companies Act, 1956;

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

i. in the case of Balance Sheet, of the state of affairs of the comp any as at 31st March, 2011,

ii. in the case of Profit & Loss Account, of the Loss for the year ended on that date ; and

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

As per our report of even date For JMT & Associates Chartered Accountants FRN: 104167W Jayesh J. Shah Partner M. No. 39910 Place: Mumbai Date : December 8, 2011

(i) (a) The company has not updated proper records showing 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 at reasonable intervals.

(c) No Fixed Assets has been disposed off during the year.

(ii) The Company does not have inventory during the year. Hence this clause is not applicable to the Company.

(iii) The company has not granted / taken loans to/from parties covered in the register maintained under section 301 of the Act during the period under review. Hence, provision of sub section (iii) (a) to (iii) (g) of para 4 of CARO 2003 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business, for purchase of fixed assets and for the services rendered. Further, on the basis of our examination of the books and records of the company, and according to 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 system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act during the year has been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable terms having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) As per information given to us and in our opinion the Company does not have an internal audit system commensurate with the size of business of the Company.

(viii) As informed to us there are no cost records prescribed by the central government under sec. 209(1)(d) of the Act hence this clause is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us , the company has generally comp lied with Income tax provisions. Further as explained to us provisions of Professional Tax, ESIC, PF, Service Tax are not applicable to the Company.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues outstanding on account of any dispute except as mentioned in para 3 of note 5 of Schedules 13.

(x) The company is registered more than five years and has not incurred accumulated losses as at 31st March, 2011 more than fifty percentage of its paid up capital. Hence the provision of clause (x) of para 4 of CARO 2003 is not applicable to the Company.

(xi) The company has not taken any loans from financial institution. Therefore the question of default in repayment of dues to financial institution is not applicable to the Company.

(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 not being Chit Fund / Nidhi / Mutual Benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(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 banks or financial institutions during the year.

(xvi) The Company has not taken any term loans; therefore disclosure of application of term loan is not applicable to the Company.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short - term basis which have been used for long-term investment.

(xviii) During the year under review the company has not made p referential allotment of equity shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any monies by public issue during the year hence this clause is not applicable.

(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 JMT & Associates

Chartered Accountants

FRN : 104167W

Jayesh J.Shah

Patner

M.No.39910

Place : Mumbai

Date : December 8, 2011

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Mar 31, 2010

We have audited the attached Balance Sheet of RICHIRICH INVENTURES LIMITED (Formerly known as RICHIRICH AGRO LIMITED), as at 31st March, 2010, the Profit &Loss Account of the Company for the year ended on that date and the Cash Flow Statement of the company as at 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. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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.

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' of India, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

1. Further to our comment in the Annexure referred to in paragraph above and subject to contingent liability of Rs. 3.71 lacs (approx.) plus interest and penalty if any of TDS liability under provisions of income tax Act, 1961 as referred under para 4 of Note 5 of Schedule 13, we report that :

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

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

c) The Balance Sheet ,Profit & Loss Account and the Cash flow statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance Sheet, Profit & Loss Account and the Cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from directors of the company as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are 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;

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

1. in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010

ii. in the case of Profit & Loss Account, of the Lost for the year ended on that date ; and

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

As per our report of even date

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph 3 of the Auditors' Report of even date to the members of RichiRich Inventures Limited (Formerly known as RichiRich Agro Limited) on the financial statements for the vear ended 31" March. 2010

(i) (a) The company has not updated proper records showing 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 at reasonable intervals.

(c) No Fixed Assets has been disposed off during the year.

(ii)(a) The Company does not have inventory during the year. Hence this clause is not applicable to the Company.

(iii) The company has not granted / taken loans to/from parties covered in the register maintained under section 301 of the Act during the period under review. Hence, provision of sub section (iii) (a) to (iii) (g) of para 4 of CARO 2003 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system which commensurate with the size of the company and the nature of its business, for purchase of fixed assets and for the services rendered. Further, on the basis of our examination of the books and records of the company, and according to 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 system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act during the year has been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable terms having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted deposit from the public under section 58A and 58AA of the Companies Act and rules framed there under.

(vii) As per information given to us and in our opinion the Company has an internal audit system commensurate with the size of business of the Company.

(viii) As informed to us there are no cost records prescribed by the central government under sec. 209(l)(d) of the Act hence this clause is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the company examined by us, the company has not deducted and paid TDS under Income tax act. Further as explained to us provisions of Professional Tax, ESIC, FF, Service Tax are not applicable to the Company

(b) According to the information and explanations given to us and the records of the company examined by us,there are no dues outstanding on account of any dispute except as mentioned in para 3 of note 5 of Schedules 13.

(x) The company is registered more than five years and has not incurred accumulated losses as at 31st March,2011 more than fifty percentage of its paid up capital. Hence the provision of clause (x) of para 4 of CARO 2003 is not applicable to the Company.

(xi) The company has not taken any loans from financial institution. Therefore the question of default in repayment of dues to financial institution is not applicable to the Company.

(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 not being Chit Fund / Nidhi / Mutual Benefit Fund this clause and sub clause (a) (b) (c) (d) are not applicable

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(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 banks or financial institutions during the year.

(xvi) The Company has not taken any term loans, therefore disclosure of application of term loan is not applicable to the Company.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short -term basis which have been used for long-term investment.

(xviii) During the year under review the company has not made preferential allotment of equity shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any monies by public issue during the year hence this clause is not applicable.

(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 vear, nor have we been informed of such case bv the management..



For JMT & Associates For Bhadresh S. Shah & Co,

Chartered Accountants Chartered Accountants FRN: 104167W FRN: 130352W Jayesh J. Shah Bhadreshkumar S. Shah Partner Proprietor M. No. 39910 M.No. 133610

Place : Mumbai Place : Mumbai Date : July 11, 2011 Date : July 11, 2011