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Auditor Report of Sanwaria Agro Oils Ltd.

Mar 31, 2016

To,

The Members

Sanwaria Agro Oils Limited

Bhopal.

1. We have audited the accompanying standalone financial statements of Sanwaria Agro Oils Limited (''the Company'') which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and the Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

2. MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. AUDITORS'' 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 disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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.

An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

4. OPINION:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the 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 31 March 2016, and its profit and its cash flows for the period ended on that date.

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

(a) As required by the Companies (Auditors'' 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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required under provisions of section 143(3) of the Act, we report that:

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

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

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in section 133 of the Act, as applicable.

v. On the basis of written representations received from the directors, as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

vi. With respect to the adequacy of the Internal Financial Controls over the financial reporting of the Company and the operative effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control over financial reporting.

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

- The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 22-B-1 to the financial statements.

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

- There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016. Refer para VII-C of Annexure A.

(As referred to in paragraph 5(a) of our "Report on Other Legal and Regulatory Requirements" section of our report of even date)

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

(b) The fixed assets are physically verified during the year by the management in accordance with a regular programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties recorded as fixed assets in the books of account of the Company are held in the name of the Company.

(ii) (a) According to the information and explanations provided to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

(iii) The Company has granted loans, secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (''''The Act''''). As per information and explanation provided to us, terms and conditions for loan given are not prejudicial to the interest of the Company. The Interest and Principal payment are regular as per the terms and conditions of the loan given.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and Section 186 of the Companies Act, 2013 in respect of loans, making investments and providing guarantees and securities as applicable.

(v) As per the information and explanations provided to us, the Company has not accepted any deposits from the public.

(vi) The maintenance of cost records has been prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 in respect of specified products of the Company. For such products we have broadly review the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit Rules), 2014 as amended and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have however not made a detailed examination of the cost with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us, and on the basis of our examination of the books of accounts, and records, the Company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added tax, Cess and any other material statutory dues as applicable with the appropriate authorities, though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable except the following:

Name of the

Financial Year

As per Return

As per Return Tax

Balance Payable

Statute

Liability

Paid

Income Tax Act, 1961

2012-13

5,02,08,068

3,57,97,291

1,44,10,780

(b) According to the information and explanations given to us, the dues as at March 31, 2016 of income tax and Sales tax which have not been deposited on account of any dispute are as follows:

Name of the statute

Amount (In Lakhs)

Period to which amount related

Forum where pending

Income Tax Act, 1961

25.49

2003-2004

Commissioner Income Tax Appeal

Income Tax Act, 1961

52.78

2005-2006

Commissioner Income Tax Appeal

Income Tax Act, 1961

2.87

2006-2007

Commissioner Income Tax Appeal

Income Tax Act, 1961

31.98

2007-2008

Commissioner Income Tax Appeal

Income Tax Act, 1961

843.10

2010-2011

Commissioner Income Tax Appeal

Income Tax Act, 1961

327.69

2011-2012

Commissioner Income Tax Appeal

Central Sales Tax Act, 1956

0.76

2005-2006

Commercial Tax Tribunal

Central Sales Tax Act, 1956

1.77

2011-2012

Commercial Tax Tribunal

Entry Tax Act, 1976

6.48

2005-2006

Commercial Tax Tribunal

Entry Tax Act, 1976

8.09

2006-2007

Appeal with High Court

Entry Tax Act, 1976

19.27

2007-2008

Commercial Tax Tribunal

Entry Tax Act, 1976

11.67

2008-2009

Commercial Tax Tribunal

Entry Tax Act, 1976

292.17

2009-2010

Commercial Tax Tribunal

Entry Tax Act, 1976

281.02

2010-2011

Commercial Tax Tribunal

Entry Tax Act, 1976

96.08

2011-12

Commercial Tax Tribunal

M.P. VAT Act, 1976

0.51

2006-2007

Commercial Tax Tribunal

M.P. VAT Act, 1976

0.96

2006-2007

Appeal with High Court

M.P. VAT Act, 1976

0.44

2007-2008

Commercial Tax Tribunal

M.P. VAT Act, 1976

102.55

2008-2009

Commercial Tax Tribunal

M.P. VAT Act, 1976

210.27

2011-2012

Commercial Tax Tribunal

(d)According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

Name of Statute

Nature of dues

Amount

Period to which to amount related

Investor Education & Protection Fund.

Unclaimed Dividend

Not

Available

2003-04, 2004-05, 2005-06 & 2006-07

(viii) Based on our audit procedure and on the basis of information and explanations given to us by the management, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, bank or Government.

(ix) The Company has not raised money during the year by way of initial public offer or further public offer (including debt instruments). Based on our audit procedures, and as per the information and explanations given to us by the management, the term loans taken by the Company have been applied for the purpose for which they were obtained.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that we have neither come across any instances of fraud by the company or on the company by its officers or employees, noticed or reported during the year nor have we been informed of any such case by the management.

(xi) Based on our audit procedures and as per the information and explanations given to us by the management, no managerial remuneration has been paid or provided in the book of accounts.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable.

(xiii) In our opinion and according to the information and explanation given to us the company is in compliance with section 177 and 188 of the Companies Act, 2013 where applicable for all transaction with the related parties and the details of related party transaction have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) During the year the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures, however the company has received Share Application Money from Directors, Relative & Associates entities of Rs. 5,000.00 Lacs for preferential allotment of equity shares.

(xv) In our opinion and according to the information and explanation given to us, during the year the company has not entered into any non-cash transactions during with the directors or persons connected with them and hence provisions of Section 192 of the companies Act, 2013 are not applicable.

(xvi) The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

For : Sunil Saraf& Associates.

Chartered Accountants

Firm''s Registration Number : 015021C

Sd/-

Kapil Binakiya

(Partner)

Membership Number : 410051

Place: Bhopal

May 30,2016


Mar 31, 2015

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited ('the Company') which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the period then ended, and the Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' 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 disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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 accounting policies used and reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the 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 31 March 2015, and its profit and its cash flows for the period ended on that date.

5. Report on Other Legal and Regulatory Requirements

(a) As required by the Companies (Auditors' 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.

(b) As required under provisions of section 143(3) of the Act, we report that:

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

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

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in section 133 of the Act read with Rule 7 Company (Accounts) Rules, 2014.

v. On the basis of written representations received from the directors, as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(As referred to in paragraph 5(a) of our report to the members of Sanwaria Agro Oils Limited on the accounts as at and for the period ended 31st March, 2015)

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

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(ii) (a) The inventory of the Company has 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) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) As per the information given to us, the Company has granted advances /loans to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 ("The Act").

(b) As per information and explanation provided to us, the receipts against loans /advances are regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. Further, on the basis 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 nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) As per the information and explanations provided to us, the Company has not accepted any deposits and therefore provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and rules there under are not applicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained in pursuance to sub section (1) of section 148 of the Act in respect of Crude & Refined vegetable oil and Rice manufactured by the Company and are of the opinion that, prima facie, the prescribed records and accounts have been made and maintained. However, we have not carried out a detailed examination of such records to verify its authenticity and accuracy.

(vii) According to the information and explanations given to us, and the records of the Company examined by us, in our opinion.

(a) The Company is generally regular in depositing undisputed statutory dues in respect of provident 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, though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, there are following dues of income tax/sales tax, have not been deposited by the Company on account of any disputes: -

Amount in Period to Name of the statute Rs which amount Forum where pending related

Income Tax Act 25,49,381 2003-2004 Commissioner Income Tax Appeal

Income Tax Act 47,61,011 2005-2006 Commissioner Income Tax Appeal

Income Tax Act 2,84,200 2006-2007 Commissioner Income Tax Appeal

Income Tax Act 31,98,476 2007-2008 Commissioner Income Tax Appeal

Income Tax Act 480 2008-2009 Commissioner Income Tax Appeal

Income Tax Act 8,83,47,850 2010-2011 Commissioner Income Tax Appeal

Central Sales Tax 72,421 2008-2009 Commercial Tax Act Appellate Tribunal

Commercial Tax 75,787 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax Act 6,47,515 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax Act 8,09,479 2006-2007 Appeal with High Court

Entry Tax Act 19,26,899 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 11,66,811 2008-2009 Commercial Tax Appellate Tribunal

Entry Tax Act 2,92,16,695 2009-2010 Commercial Tax Appellate Tribunal

Entry Tax Act 2,81,02,301 2010-2011 Commercial Tax Appellate Tribunal

M.P. VAT Act 51,245 2006-2007 Commercial Tax Appellate Tribunal

M.P. VAT Act 95,707 2006-2007 Appeal with High Court

M.P. VAT Act 44,012 2007-2008 Commercial Tax Appellate Tribunal

M.P. VAT Act 1,02,55,273 2008-2009 Commercial Tax Appellate Tribunal

M-P- VAT Act 2,70,59,946 2011-2012 Addl. Commissoner CT

Entry Tax Act 1,36,80,982 2011-2012 Addl. Commissoner CT

Central Sales Tax 2,21,185 2011-2012 Addl. Commissoner CT Act

(d) According to the information and explanations given to us, the amounts which were required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

Name of Statute Nature of Amount Period to which to dues amount related

Investor Education Unclaimed Not 2003-04, 2004-05, & Protection Fund. Dividend Available 2005-06 & 2006-07

(viii) The Company does not have any accumulated losses as at 31stMarch, 2015 and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(ix) Based on our audit procedure and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or bank during the year.

(x) As per the information given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the records of the Company examined by us and the information and explanations given to us, in our opinion, the term loans taken by the Company have been applied for the purpose for which they were obtained.

(xii) Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended 31st March, 2015.

For : Sunil Saraf& Associates. Chartered Accountants Firm's Registration Number : 015021C

Sd/-

Kapil Binakiya (Partner) Membership Number : 410051 Place: Bhopal Date : 30-May-2015


Mar 31, 2014

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited, which comprise the Balance Sheet as at March 31,2014, 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, which we have singed under reference to the report.

Management's Responsibility for the Financial Statements:

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 5/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of 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

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 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.

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

Opinion

6. 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 March 31,2014;

(b) in the case of the Profit and 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.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") as further amended by Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of 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 explanation given to us, we give a statement on the matter specified in paragraphs 4 and 5 of the Order.

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

I. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

iv. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 5/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of Companies Act 2013;

v. 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 March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

As referred in paragraph 6 of our report to members of Sanwaria Agro Oils Limited on the accounts as at & for the year ended 31st March 2014:-

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets at all the locations.

(b) The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phase manner over a period of three years. In accordance with this programme , certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

(c) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventories were physically verified by the management at reasonable intervals during the year.

(b) In our opinion and according to information 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) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted secured or unsecured loans, to companies, firms or other parties covered in

the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 8,257.78 Lacs and year end balance of such loan was amounted to Rs. 5,627.24 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company, unsecured, were not prima facie prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The company has taken secured or unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year and year end balance of such loan was amounted to Rs. 3,736.71 Lacs.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of books of accounts and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instance of continuing failure to correct major weaknesses in aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us,

transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As the company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

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

(viii) We have broadly reviewed the books of accounts maintained by the company in pursuance to section 209(1)(d) of the Companies Act, 1956 in respect of Crude & Refined oils and are of the opinion that, prima facie, the prescribed records and accounts have been maintained.

(ix) ((a) According to the records of the Company and the information and explanations given to us, we have to state that,

i. Undisputed statutory dues in respect of Provident Fund, Employees State Insurance, Sales tax, customs duty, excise duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2014, which have not deposited on account of dispute, details are as follows:

Amount in Period to which Name of the statute Rs. amount related

Income Tax Act 819,272 2002-2003

Income Tax Act 2,549,381 2003-2004

Income Tax Act 4,761,011 2005-2006

Income Tax Act 1,331,100 2006-2007

Income Tax Act 3,198,476 2007-2008

Income Tax Act 480 2008-2009

Central Sales Tax Act 72,421 2008-2009

Commercial Tax 75,787 2005-2006

Entry Tax Act 647,515 2005-2006

Entry Tax Act 809,479 2006-2007

Entry Tax Act 1,926,899 2007-2008

Entry Tax Act 1,166,811 2008-2009

Entry Tax Act 29,216,695 2009-2010

Entry Tax Act 32,977,721 2010-2011

M.P. VAT Act 51,245 2006-2007

M.P. VAT Act 95,707 2006-2007

M.P. VAT Act 44,012 2007-2008

M.P. VAT Act 10,255,273 2008-2009

Name of the statute Forum where pending

Income Tax Act Pending at CIT

Income Tax Act Pending at CIT

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Income Tax Act Commissioner Income Tax Appeal

Central Sales Tax Act Commercial Tax Appellate Tribunal

Commercial Tax Commercial Tax Appellate Tribunal

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Appeal with High Court

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Additional Commissioner

Entry Tax Act Commercial Tax Appellate Tribunal

Entry Tax Act Commercial Tax Appellate Tribunal

M.P. VAT Act Commercial Tax Appellate Tribunal

M.P. VAT Act Appeal with High Court

M.P. VAT Act Commercial Tax Appellate Tribunal

M.P. VAT Act Commercial Tax Appellate Tribunal

(xi) In our opinion and according to information given to us, the company has not defaulted in repayment of dues to bank.

(xii) Based on our examination of documents and records, we are of the opinion that 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 provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the company.

(xiv) Based on our information and explanations given to us, the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the company.

(xvi) The term loans are applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which 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 debentures. As the company did not have any outstanding debentures during the year, paragraph (xix) of the Order, is not applicable.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For : Sunil Saraf & Associates. Chartered Accountants Firm's Registration Number : 015021C

Kapil Binakiya (Partner) Membership Number : 410051

Place: Bhopal Date : 30-May-2014


Mar 31, 2013

1. We have audited the accompanying financial statements of Sanwaria Agro Oils Limited, which comprise the Balance Sheet as at March 31, 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.

2. 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.

3. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4. 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 March 31, 2013;

(b) in the case of the Profit and 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. Report on Other Legal and Regulatory Requirements

a. 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.

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

i. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

iv. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

v. 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 March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

vi. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR''S REPORT

As referred in paragraph 5 (a) of our report to members of Sanwaria Agro Oils Limited on the accounts as at & for the year ended 31st March 2013:-

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets at all the locations.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year.

(ii) (a) The inventories were physically verified by the management at reasonable intervals during the year.

(b) In our opinion and according to information 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) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted secured or unsecured loans, to 3 companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The company has taken any secured or unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company, unsecured, are prima facie not prejudicial to the interest of the company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of books of accounts and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instance of continuing failure to correct major weaknesses in aforesaid internal control procedures.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As the company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

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

(viii) We have broadly reviewed the books of accounts maintained by the company in pursuance to section 209(1)(d) of the Companies Act, 1956 in respect of Crude & Refined oils and are of the opinion that, prima facie, the prescribed records and accounts have been maintained.

(ix) (a) According to the records of the Company and the information and explanations given to us, we have to state that, Undisputed statutory dues in respect of Provident Fund, Employees State Insurance, Sales tax, customs duty, excise duty and cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2013, which are on account of dispute, details are as follows:

Name of the Amount in Rs. Period to which the Forum where pending statute CARO amount related

Income Tax 54,61,011 2005-2006 Commissioner Income Tax Appeal

Income Tax 47,84,662 2007-2008 Commissioner Income Tax Appeal

Income Tax 8,00,480 2008-2009 Commissioner Income Tax Appeal

Commercial Tax 75,787 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax 9,24,759 2005-2006 Commercial Tax Appellate Tribunal

Entry Tax 8,09,479 2006-2007 Appeal with High Court

M.P. VAT Act 51,245 2006-2007 Commercial Tax Appellate Tribunal

M.P VAT Act 95,707 2006-2007 Appeal with High Court

M.P. VAT Act 44,012 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 19,26,899 2007-2008 Commercial Tax Appellate Tribunal

Entry Tax Act 11,66,811 2008-2009 Additional Commissioner

Central Sales Tax 72,421 2008-2009 Commercial Tax Appellate Tribunal

M.P. VAT Act 1,02,55,273 2008-2009 Commercial Tax Appellate Tribunal

(x) There is no accumulated losses at the end of the financial year and the net worth of the Company is positive. The Company has not incurred cash loss during the current and immediately preceding financial year.

(xi) In our opinion and according to information given to us, the company has not defaulted in repayment of dues to bank.

(xii) Based on our examination of documents and records, we are of the opinion that 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 provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the company.

(xiv) Based on our information and explanations given to us, the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the company.

(xvi) The term loans are applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which 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 debentures. As the company did not have any outstanding debentures during the year, paragraph (xix) ofthe Order, is not applicable.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Sunil Saraf & Associates.

Chartered Accountants

Firm''s Registration Number : 015021C

Ritesh Rathore

(Partner)

Membership Number : 411333

Place: Bhopal

Date : 30th, August, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Sanwaria Agro Oils Limited, Bhopal, as at 31st March 2012 and the profit and loss account and 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.

2. We 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 mis-statement. 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) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above and notes forming part of balance sheet and profit & loss account, we report that:

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

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

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

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

As referred in paragraph (3) of our report of even date attached:

1. In our opinion and according to the information explanation given to us, the nature of Company's business/activities during the year is such that clauses vi, xiii, xix, xx are not applicable to the Company.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) These fixed assets have been physically verified by the management during the year. The details of physical verification have been compared with the book records; discrepancies noticed were not material and have been properly dealt with in the books of accounts.

(c) According to information and explanations given to us, no substantial part of fixed assets has been disposed off during the year and would not have an impact on the operations of the Company.

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

(b) In our opinion and according to information given to us, the procedures of physical verification of inventory followed by the management 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 records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(c) Receipt of the principal amount and interest are also regular;

(d) None of the loan is overdue.

(e) The Company has taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company, unsecured, are prima facie not prejudicial to the interest of the Company;

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us, transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

(vi) In our opinion and according to the information and explanations given to us, Company has not accepted any deposits from the public. As the Company has not accepted any deposit from the public paragraph

(vi) of the Order, is not applicable.

(vii) In our opinion, the Company has adequate internal audit system commensurate with its size and nature of its business;

(viii) We have been informed that the Company has maintained the cost records as per provisions of Section 209(1 )(d) of Companies Act, 1956 for their Refinery Division, however we have not verified the same since not in our scope of audit. '

(ix) (a) According to information and explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us and records of the Company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March, 2012, which have not been deposited on account of dispute, are as follows:

Name of the statute Amount (in Rs.) Period to which Forum where pending the amount related

Income tax 16,42,529 2000-2001 Income Tax Commissioner Appellate

Income tax 2,91,124 2001-2002 Income Tax Commissioner Appellate

Income tax 32,48,735 2002-2003 Income Tax Appellate Tribunal

Income tax 3,75,366 2003-2004 Income Tax Appellate Tribunal

Income tax 3,29,38,265 2004-2005 Income Tax Commissioner Appellate

Income Tax 64,48,850 2005-2006 Income Tax Appellate Tribunal

Commercial Tax 10,00,546 2005-2006 Commercial Tax Tribunal

Commercial Tax 9,05,186 2006-2007 Appeal with High Court

Commercial Tax 51,245 2006-2007 Commercial Tax Tribunal

Commercial Tax 19,70,911 2007-2008 Commercial Tax Tribunal

Commercial Tax 1,03,27,694 2008-2009 Commercial Tax Tribunal

Total 5,92,00,451

(x) The Company has been registered for a period not less than five years; Company has no accumulated losses at the end of the financial year and has not incurred cash loss during the current and immediately preceding financial year.

(xi) In our opinion and according to information given to us, the Company has not defaulted in repayment of dues to bank. The Company has not obtained any borrowings from any financial institution or by way of debentures.

(xii) Based on our examination of documents and records, we are of the opinion that 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 provisions of any special statue as specified under paragraph (xiii) of the Order are not applicable to the Company.

(xiv) Based on our information and explanations given to us, the Company has maintained proper records of the transactions of Investments and entry has been made timely therein. The Company, in its own name, has held investments.

(xv) According to information and explanations given to us, the terms and conditions for guarantee given for loans/ guarantee taken by others from bank are not prejudicial to the interest of the Company.

(xvi) Term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the Company, there are no funds raised on a short-term basis, which 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 debentures. As the Company did not have any outstanding debentures during the year, paragraph (xix) of the Order, is not applicable.

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

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

Place: Bhopal For Sunil Saraf & Associates

Dated: 25.08.2012 Chartered Accountants

Ritesh Rathore

Partner

M.No.411333

Firm No.: 15021C


Mar 31, 2010

1. We have audited the attached Balance Sheet of Sanwaria Agro Oils Limited. Bhopal. as at 31 st March 2010 and the profit and loss account and Cash Flow Siatement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We 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 mis-statement. 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 over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above and notes forming part of balance sheet and profit & loss account, we report that:

(i) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit:

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

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

(iv) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to me best of our information and according to the explanation given to us. the said accounts give the information required by the Companies Act, 1956. in the manner so required and give 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 st March. 2010: and

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

(c) In me case of the Cash Flow Statement for the year ended on mat date.

Annexure To The Auditors Report As referred in paragraph (3) of our report of even date attached:

I. In our opinion and according to the information explanation given to us. the nature of companys business/activities during the year is such that clauses vi. xiii. xix. are not applicable to the company.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) These fixed assets have been physically verified by the management during the year. The details of physical verification have been compared with the book records: discrepancies noticed were not material and have been properly dealt with in the books of accounts

(c) According to information and explanations given to us. no substantial part of lixed assets has been disposed off during the year and would not have an impact on the operations of the Company.

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

(b) In our opinion and according to information given to us, the procedures of physical verification of inventory followed by the management 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 records of inventory, in our opinion, the company has maintained P roper records of inventory The discrepancies noticed on physical verification of stocks as compared to Book records were not material and have been properly dealt with in the books of accounts.

(iii) (a) The company has granted unsecured loans, to companies, firms or other patties covered in the register maintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of loans granted by the company. unsecured, are prima facie not prejudicial to the interest of the company;

(c) Receipt of the principal amount and interest arc also regular;

(d) None of the loan is overdue.

(e) The company has taken unsecured loans, from companies, firms or other parties covered in me register maintained under section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the company. unsecured, are prima facie not prejudicial to the interest of the company:

(g) Payment of the principal amount and interest are also regular;

(iv) In our opinion and according to information given to us. there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(v) (a) To the best of our knowledge and belief and according to information and explanation given to us. transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time:

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any deposits from the public. As me company has not accepted any deposit from the public paragraph (vi) of the Order, is not applicable.

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

(viii) We have been informed that the company has maintained the cost records as per provisions of Section 209( 1 )(d) of Companies Act. 1956 for their Refinery Division, however we have not verified the same since not in our scope of audit.

(ix) (a) According to information and explanation given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax. Sales- tax. Wealth Tax. Custom Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. There is no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanation given to us and records of the company examined by us, the particulars of Income Tax/Sales Tax dues as at 31st March. 2010. which have not been deposited on account of dispute, are as follows:

Name of the statute Amount (in Rs.) Period to which

the amount related

Income Tax 34.835 Block-Assessment Income tax 16.42.529 2000-2001

Income tax 2.91.124 2001-2002

Income tax 32.48.735 2002-2003

Income tax 6.25.366 2003-2004

Income tax 3.31,88,265 2004-2005

Income Tax 64.48.850 2005-2006

Income Tax 12.63.102 2006-2007

MP Vat Act 91.78.240 2004-2005

Central Sales Tax Act 1.337

MP Vat Act 3.70.70.693 2005-2006

Central SalcsTax Act 52.41.763 2006-2007

Entry Tax Ac 33.73.329

Name of the statute Forum where pending

Income tax InIncome Tax Appellate Tribunal

Income tax Income Tax Appellate Tribunal

Income Tax Assistant Commissioner Income Tax

Income Tax Assistant Commissioner Income Tax

Income Tax Assistant Commissioner Income Tax

Income Tax Income Tax Appellate Tribunal

Income Tax Income Tax Appellate Tribunal

Income Tax Income Tax Appellate Tribunal

Income Tax Commercial Tax Appellate Tribunal

Income Tax Commercial Tax Appellate Tribunal

(x) The company has been registered for a period not less than five years: company has no accumulated losses at the en of the financial year and has not incurred cash loss during the current and immediately preceding financial year,

(xi) In our opinion and according to information given to us. the company has not defaulted in repayment of dues to bank. The company has not obtained any borrowings from any financial institution or by way of debentures.

(xii) Basec on our examination of documents and records, we are of the opinion that 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 provisions of any special statue as specified under paragraph (xiii) of the Order arc not applicable to the company.

(xiv) Based on our information and explanations given to us. the company has maintained proper records of the transactions of Investments and entry has been made timely therein. The company, in its own name, has held investments.

(xv) According to information and explanations given to us. the terms and conditions for guarantee given for loans- guarantee taken by others from bank arc not prejudicial to the interest of the company.

(xvi) Term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on the basis of overall examination of the balance sheet and cash flow statement of the company, there are no funds raised on a short-term basis, which 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 debentures. As the company did not have any outstanding debentures during the year, jaragraph (xix) of the Order, is not applicable.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us. no fraudon or by the company has been noticed or reported during the year.



Place: Bhopal For Sunil Saraf & Associates

Dated: 23.08.2010 Chartered Accountants

Ritesh Rathore

Partner

M.No.411333

Firm No. 15021C