Auditor Report of Techindia Nirman Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Tech India Nirman Limited (formerly known as Nath Seeds Limited) ("the Company"), which comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and 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 auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

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 31st March 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to

a) Note no 3(a) to the financial statements which describes about the redemption of Preference Shares.

b) Note no 18(b) to the financial statements, which describes the demand of penalty amounting to Rs. 16,28,13,562 in respect of income tax assessment completed for assessment year 2001-02 and 2003-04 (net of deposit of Rs. 1,42,00,000) which is being contested by the Company.

c) Note No 20 to the financial statements which describes that Creditors, Unsecured Loans, Deposits, Loans and Advances are subject to confirmation and reconciliation.

d) The operations of the company have continued to be suspended during the year. The accumulated losses of the Company have exceeded its net worth excluding revaluation reserve; however, the accounts have been prepared by the management on a going concern basis as explained in Note No. 22. Should, however , the Company be unable to continue as going concern, the extent of effect of the resultant adjustment on the assets and liabilities as at the end of the year and on the profit for the year has not been ascertained presently.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

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

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

e) On the basis of written representations received from the directors as on 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.

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

i. the company has pending litigations as on balance sheet date as appearing in the notes no 18 of the Financial Statements.

ii. the Company does not have long term contracts or derivative contracts which require provision under the Act.

iii. According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

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

(b) As explained to us, some of the fixed assets have been physically verified by the management during the year according to the phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. As explained, no material discrepancy was noticed on such verification.

2. The company has not carried out any business activity during the year covered under audit, accordingly, the provisions of clause 4 (ii) of the Order are not applicable to the Company.

3. During the year, the Company has not granted any unsecured loans to parties covered in the register maintained under section 189 of the Act.

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

5. The Company has not accepted any deposits during the year in terms of provisions of Section 73 of the Act and rules framed there-under.

6. The Central Government has not prescribed for maintenance of cost records under section 148 of the Act, for the product of the Company.

7. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including, investor education protection fund, employee's state insurance, professional tax income tax, sales tax, wealth tax, custom duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty, and cess were in arrears as at 31st March 2015 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sale tax, income tax, customs duty, wealth tax, excise duty and cess which are outstanding as at 31st March, 2015, which have not been deposited on account of any dispute except demand of penalty under Income Tax, 1961. Refer Note no 18(b).

(c) According to the information and explanations given to us, there is no amount 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.

8. The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit as well as immediate proceeding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in payment of dues to financial institution or bank or debenture holders.

10. According to the information given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

11. As per information & explanation provided to us, no term loans have been raised during the year.

12. During the course of our examination of the books and records of the Company, 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 any such case by the management.

For Gautam N Associates Chartered Accountants FRN 103117W

Gautam Nandawat Partner M No 32742

Place: Aurangabad Date: 30.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of Nath Seeds Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, 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 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 fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Emphasis of Matter

We draw attention to

a) Note no 3(a) to the financial statements which describes about the redemption of Preference Shares.

b) Note no 22(c) to the financial statements, which describes the demand of penalty amounting to Rs. 17,40,13,562 in respect of income tax assessment completed for assessment year 2001-02 and 2003-04 (net of advances of Rs. 30,00,000) which is being contested by the Company.

c) Note No 24 to the financial statements which describes that certain Creditors, Unsecured Loans, Deposits, Loans and Advances are subject to confirmation and reconciliation.

Our opinion is not qualified in respect of above matters.

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 under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

f. 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 Act 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 AUDITORS'' REPORT

Annexure referred to in Para 1 of report on "Other Legal And Regulatory Requirements" of our report to the Members of Nath Seeds Limited for the year ended 31st March, 2014.

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

b) As explained to us, some of the fixed assets have been physically verified by the management during the year according to the phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. As explained, no material discrepancy was noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year.

ii) The company has not carried out business activity during the year covered under audit, accordingly, the provisions of clause 4 (ii) of the Order are not applicable to the Company.

iii) a) The Company has taken unsecured loans from two companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs 14,65,11,193 and the year-end balance was Rs 6,07,54,925. The Company has not given advances to parties covered in the register maintained under section 301 of the Act.

b) In our opinion, the rate of interest, wherever applicable, and other terms and conditions on which the loan have been taken from companies, listed in the register maintained under section 301 of the Act, are, prima facie not prejudicial to the interest of the company.

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, wherever applicable.

d) There are no overdue amounts of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

iv) In our opinion and according to the information and explanations given to us, internal control procedures are commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

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

b) In our opinion, there are no transactions for sale of services made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rs. 5,00,000 or more.

vi) The company has not accepted deposits covered under section 58A and 58AA of the Act and Rules framed there under.

vii) In our opinion, the Company''s internal audit system needs to be strengthened by expanding the scope and coverage.

viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Act, for the products of the Company.

ix) a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including, professional tax, provident fund, sales tax, wealth-tax, cess and other statutory dues applicable to it.

b) According to the information and explanations given to us, there are no dues of Wealth Tax, Sales Tax, Custom Duty, cess, etc. as at 31st March 2014, which have not been deposited on account of any dispute except demand of penalty under Income Tax, 1961. Refer Note no 22(c).

x) The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit; however has not incurred cash losses during the immediate proceeding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to Maharashtra State Financial Corporation, a financial institution, for an amount of Rs 4,12,60,082 since last 11 years.

xii) In our opinion, 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) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investments.

xv) As per 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 financial year.

xvi) As per the information and explanations given to us, the company has not obtained any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that generally 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, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

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

xxi) During the course of our examination of the books of accounts carried out in accordance with generally accepted accounting practices in India, we have neither come across any incidence of fraud during the year on or by the company nor have we been informed of any such case by the management.

For Gautam N Associates

Chartered Accountants

Firm Registration No 103117W

(Gautam Nandawat)

Partner

M No 32742

Place: Aurangabad

Dated: 23rd April, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Nath Seeds 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 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 fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

a) In terms of Note No – 15(a), Interest Rs.50,41,048 (Previous Year Rs. 45,14,057) has not been charged for the current year on loans and business advances given to associate companies.

Qualified Opinion

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

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

(b) in the case of the 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.

Emphasis of Matter

We draw attention to

a) Note No 25 to the financial statements which describes that Creditors, Unsecured Loans, certain current account balances with banks, Deposits, Loans and Advances are subject to confirmation and reconciliation.

b) Note no 23(c) to the financial statements, which describes the demand of penalty amounting to Rs. 17,50,13,562 in respect of income tax assessment completed for assessment year 2001-02 and 2003-04 (net of advances of Rs. 20,00,000) which is being contested by the Company.

c) Note no 3(a) to the financial statements which describes about the redemption of Preference Shares.

Our opinion is not qualified in respect of above matters.

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 under provisions of section 227(3) of the Companies Act, 1956, we report that:

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 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 Act.

f. 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 AUDITORS'' REPORT Annexure referred to in Para 1 of report on "Other Legal And Regulatory Requirements" of our report to the Members of Nath Seeds Limited for the year ended 31st March, 2013.

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

b) As explained to us, some of the fixed assets have been physically verified by the management during the year according to the phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. As explained, no material discrepancy was noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year.

ii) a) The physical verification of the inventory has been carried out at reasonable intervals by the management.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies found on physical verification have been properly dealt with in the accounts.

iii) a) The Company has taken unsecured loans from one companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs 1,82,26,615 and the year-end balance was Rs Nil. The Company has given advances to three companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs. 5,60,46,057 and the year-end balance was Rs Nil.

b) In our opinion, the rate of interest, wherever applicable, and other terms and conditions on which the loan have been taken from / granted to companies, listed in the register maintained under section 301 of the Act, are, prima facie not prejudicial to the interest of the company for the reasons stated in Note No. 15(a).

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, wherever applicable.

d) There are no overdue amounts of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

iv) In our opinion and according to the information and explanations given to us, internal control procedures are commensurate with the size of the Company and nature of its business with regard to production and sale of inventory. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

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

b) In our opinion, the transactions for sale of services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and aggregating during the year to Rs. 5,00,000 or more could not be compared as the similar services have not been provided to other parties and as explained by the management these services are being specialized in nature could not be compared with similar services provided by other parties. There were no transactions for purchase of goods and sale of material with the party during the year.

vi) Deposits accepted from the public are within the limits prescribed under section 58A and 58AA of the Act and Rules framed there under, subject to certain procedural formalities.

vii) In our opinion, the Company''s internal audit system needs to be strengthened by expanding the scope and coverage.

viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Act, for the products of the Company.

ix) a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including, professional tax, provident fund, sales tax, wealth-tax, cess and other statutory dues applicable to it. The outstanding balance as at balance sheet date for Income Tax (TDS) is Rs. 11,627.

b) According to the information and explanations given to us, there are no dues of Wealth Tax, Sales Tax, Custom Duty, cess, etc. as at 31st March 2013, which have not been deposited on account of any dispute except demand of penalty under Income Tax, 1961. Refer Note no 23(c).

x) The accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit as well as immediate proceeding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to Maharashtra State Financial Corporation, a financial institution, for an amount of Rs 4,12,60,082 since last 10 years.

xii) In our opinion, 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) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investments.

xv) As per 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 financial year.

xvi) As per the information and explanations given to us, the company has not obtained any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that generally 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, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

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

xxi) During the course of our examination of the books of accounts carried out in accordance with generally accepted accounting practices in India, we have neither come across any incidence of fraud during the year on or by the company nor have we been informed of any such case by the management.

For Gautam N Associates

Chartered Accountants

Firm Registration No 103117W

Sd/-

(Gautam Nandawat)

Partner M No 32742

Place: Aurangabad

Dated: 29th May 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of NATH SEEDS LIMITED as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform audit to obtain reasonable assurance about whether the financial statements are free from 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (hereinafter referred to as the "Act") and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

a) The accounts of certain Creditors, Unsecured Loans, Certain current account balances with banks, Deposits, Loans and Advances (including inter transfer party balances) are subject to confirmations and reconciliation.(Refer Note No.26.);

b) On the basis of written representations received from the directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director of the Company as on 31st March 2012 in terms of section 274(1)(g) of the Act.

c) Subject to what is stated at paragraphs (a) above; we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

d) Proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

e) 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;

f) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in Section 211(3C) of the Act, to the extent applicable;

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraphs (a) above, having consequential impact, (presently not ascertainable) on the profit for the year, Reserves and Surplus, Assets and Liabilities of the Company and read together with Significant Accounting Policies, and Notes on the Financial Statements, and our comments in Annexure referred to in paragraph (3) above, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012; and

II. in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date.

III. in the case of Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT Annexure referred to in Para 3 of our report to the Members of Nath Seeds Limited for the year ended 31st March, 2012.

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

b) As explained to us, some of the fixed assets have been physically verified by the management during the year according to the phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. As explained, no material discrepancy was noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year.

ii) a) The physical verification of the inventory has been carried out at reasonable intervals by the management.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies found on physical verification have been properly dealt with in the accounts.

iii) a) The Company has taken unsecured loans from seven companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs 2,73,60,878 and the year-end balance was Rs 2,42,45,878. The Company has given advances to five companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs. 6,02,47,587 and the year-end balance was Rs 5,49,85,708.

b) In our opinion, the rate of interest, wherever applicable, and other terms and conditions on which the loan have been taken from / granted to companies, listed in the register maintained under section 301 of the Act, are, prima facie not prejudicial to the interest of the company for the reasons stated in Note No. 13(a).

c) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest, wherever applicable.

d) There are no overdue amounts of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

iv) In our opinion and according to the information and explanations given to us, internal control procedures are commensurate with the size of the Company and nature of its business with regard to production and sale of inventory.

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

b) In our opinion, the transactions for sale of services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and aggregating during the year to Rs. 5,00,000 or more could not be compared as the similar services have not been provided to other parties and as explained by the management these services are being specialized in nature could not be compared with similar services provided by other parties. There were no transactions for purchase of goods and sale of material with the party during the year.

vi) Deposits accepted from the public are within the limits prescribed under section 58A and 58AA of the Act and Rules framed there under subject to certain procedural formalities.

vii) In our opinion, the Company's internal audit system is commensurate with the size of the company.

viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Act, for the products of the Company.

ix) a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including, professional tax, provident fund, sales tax, wealth-tax, cess and other statutory dues applicable to it. The followings are the outstandings as at balance sheet date.

Sr No Name of the Nature of the dues Amount Remarks Statute (Rs)

1. Income Tax Act, TDS 7,304 Since Paid

2. Income Tax Act, Fringe Benefit Tax 41,904 Since Paid

b) According to the information and explanations given to us, no disputed amounts are payable in respect of dues of sales tax, customs duty, wealth tax, Income Tax and cess.

x) The accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit as well as immediate proceeding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a Financial Institution. However, the management is in the process of getting the issue resolved with the institution.

xii) In our opinion, 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) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investments.

xv) As per the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institution during the financial year.

xvi) As per the information and explanations given to us, the company has not obtained any term loan during the year.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that generally 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, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

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

xxi) During the course of our examination of the books of accounts carried out in accordance with generally accepted accounting practices in India, we have neither come across any incidence of fraud during the year on or by the company nor have we been informed of any such case by the management.

For Gautam N Associates

Firm Registration No 103117W

Chartered Accountants

(Gautam Nandawat)

Partner

M No 32742

Place: Aurangabad

Dated: 4th August 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of NATH SEEDS LIMITED as at 31st March 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform audit to obtain reasonable assurance about whether the financial statements are free from 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (hereinafter referred to as the "Act") and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

a) The accounts of certain Creditors, Unsecured Loans, Certain current account balances with banks, Deposits, Loans and Advances (including inter transfer party balances) are subject to confirmations and reconciliation. (Refer Note No.4 (b) in Schedule - 20);

b) We are unable to express an opinion with regard to the extent of recoverability of certain interest free loans & advances of Rs 2,15,99,792 due from various associate companies. It is, however, explained by the management that the amount would be recovered in due course of time and that no provisioning is required at this stage. (Refer Note No. 3 (c) in Schedule -20)

c) No provision has been made for interest amounting to Rs. 5,16,67,882 (including Rs. 1,32,27,607 for the current year) in respect of loan taken from a financial institution in anticipation of waiver of interest. (Refer Note No 8 in schedule 20)

Had this observation made by us been considered the loss for the year would have been Rs 2,04,36,962 (as against reported loss figure of Rs. 72,09,355), accumulated losses would have been Rs. 54,52,19,810 (as against reported figure of Rs.49,33,82,956) and unsecured loans would have been Rs. 12,44,52,254 (as against reported figure of Rs.7, 26,15,399)

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

e) Subject to what is stated at paragraphs (a) above, and note no 10 in schedule 20; we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

f) Subject to what is stated at paragraphs (b) to (c) above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

h) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the Accounting Standards referred to in Section 211(3C) of the Act, to the extent applicable;

i) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to what is stated in paragraphs (a) above, having consequential impact, (presently not ascertainable) on the loss for the year, Reserves and Surplus, assets and liabilities of the Company and also subject to Note No. 7 in Schedule 20 regarding granting of loans after making default in repayment of public deposits in non-compliance with the provisions of Section 372A (4) of the Act and read together with Significant Accounting Policies, Contingent liabilities and other Notes appearing in said Schedule and elsewhere in the Financial Statements, and our comments in Annexure referred to in paragraph (3) above, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010; and

II. in the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

III. in the case of Cash Flow Statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in Para 3 of our report of even date to the Members of Nath Seeds Limited.

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

b) As explained to us, some of the fixed assets have been physically verified by the management during the year according to the phased program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. As explained, no material discrepancy was noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year.

ii) a) The physical verification of the inventory has been carried out at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no material discrepancy was noticed on physical verification.

iii) a) The Company has taken unsecured loans from 6 companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs 2,16,50,028 and the year-end balance was Rs 1,88,30,028. The Company has given advances to 5 companies covered in the register maintained under section 301 of the Act. The maximum balance of the above parties was Rs 2,32,99,792 and the year- end balance was Rs 2,15,99,792.

b) In our opinion, the rate of interest, wherever applicable, and other terms and conditions

on which the loan has been taken from / granted to companies, listed in the register maintained under section 301 of the Act, are, prima facie not prejudicial to the interest of the company for the reasons stated in Note No. 3(c) of Schedule – 20.

c) In absence of specific terms as to when principal would be repaid both in respect of the loans taken/given, we are unable to comment as to whether those have been repaid in time.

iv) In our opinion and according to the information and explanations given to us, internal

control procedures needs to be strengthened to make them commensurate with the size of the Company and nature of its business with regard to purchase and sale of inventory.

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

b) In our opinion, the transactions of purchases and sale of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and aggregating during the year to Rs. 5,00,000 or more in

respect of each party have been made at prices prevailing for such goods and materials or prices at which transactions for similar goods and materials have been made with other parties. There were no transactions for sale of services with these parties during the year.

vi) Deposits accepted from the public are within the limits prescribed under section 58A

and 58AA of the Act and Rules framed there under. However, the company has not complied with the relevant provisions of the said section and the Regulations framed there under in as much as that the liquid assets as prescribed in the Rules were not maintained and certain other procedural formalities have not been complied with.

vii) The company does not have internal audit system during the year.

viii) The Central Government has not prescribed for maintenance of cost records under Section 2(1)(d) of the Act, for the products of the Company.

ix) a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including sales tax, wealth-tax, cess and other statutory dues applicable to it except the followings which are outstanding as at balance sheet date.

Sr No Name of the Statute Nature of the dues Amount (Rs)

1. Income Tax Act, TDS 7,992

2. Income Tax Act, Fringe Benefit Tax 54,404

b) According to the information and explanations given to us, no disputed amounts are payable in respect of dues of sales tax, customs duty, wealth tax, and cess except Income Tax as mentioned in note 2 (a) in Schedule– 20. The Company has deposited Rs. 53,98,686 on account income tax which is contested.

x) The accumulated losses of the company are more than fifty percent of its net worth.

The company has incurred cash losses during the financial year covered by our audit as well as immediate proceeding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to Maharashtra State Financial Corporation, a financial institution, for an amount of Rs 4,12,60,082 since last 7 years.

xii) In our opinion, 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) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debenture and other investments.

xv) As per the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions except that the Companys revalued assets of Rs 27,47,33,800 (subject to verification and confirmation) are charged against the loan taken by the transferee companies viz Nath Bio-genes (India) Ltd and Agri-tech India Ltd respectively.

xvi) The company has obtained term loan during the year, which in our opinion hast been applied for the purpose for which it has been raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that generally 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, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

xx) The company has not raised any money by public issues during the period.

xxi) During the course of our examination of the books of accounts carried out in accordance with generally accepted accounting practices in India, we have neither come across any incidence of fraud during the year on or by the company nor have we been informed of any such case by the management.



For Gautam N Associates

Chartered Accountants

(Gautam Nandawat)

Proprietor

Place: Aurangabad:

Dated: 03rd September 2010