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Auditor Report of Transglobe Foods Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of TRANSGLOBE FOODS LIMITED, which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters 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 fiows 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating efiectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility:

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

4. We have taken into account the provisions of the Act, the accounting and auditing standards and plan and perform the audit to obtain reasonable assurance about whether the f nancial statements are free from material misstatement.

5. 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 f nancial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the f nancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the f nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal f nancial control relevant to the Company's preparation of the f nancial statements that give 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 the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

8. 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;

a) In the case of the Balance Sheet, of the state of afiairs of the Company as at March 31, 2015

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements:

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

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

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

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

c) The Balance Sheet, the 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, 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

I. The Company does not have any pending litigations which would impact its financial position.

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

III. There were no amount which required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

II (a) As Explained to us, inventory has been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of records, the company is generally maintaining proper records of its inventory. No discrepancies were notices on physical verification of stock by the management at compare to the books records.

III (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(b) In view of our comments in (a) above no further comments are warranted on receipt of principal amount and rate on interest of such loans.

(c) In view of our comments in (a) above no further comments are warranted on recovery of principal amounts and interest thereof.

IV In our opinion, there is generally adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory & fixed assets and for the sale of goods and services. There is no continuing failure to correct the major weakness in internals control system.

V In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public and therefore, directives issued by Reserve Bank of India, the provision of the Companies Act, and Rules made there under are not applicable to the Company.

VI The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act.

VII (a) According to the information and explanation given to us provident fund, employees state insurance, sales-tax, wealth tax, service tax, duty of customs & duty of excise, value added tax, cess are not applicable to the company. The Company is regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities during the year except professional tax. There were no arrears as at 31st March, 2015 for a period of more than six months from the they became payable.

(b) According to the information and explanation given to us, there are no dues of provident fund, employees state insurance, sales-tax, wealth tax, service tax, income tax, duty of customs & duty of excise, value added tax outstanding on account of any dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act, 1956 and rules made there under.

VIII According to the records of the Company and information and explanation given to us, the company is having accumulated losses at the end of the financial year. The company has not incurred any cash loss during the previous year and has incurred losses during immediately preceding financial year.

IX According to the records of the Company and information and explanation given to us, the company has not taken any loan from banks, financial institution nor has issued any debentures during the financial year.

X According to the information and explanation given to us the Company has not given any guarantee for loans taken by other from bank or financial institutions

XI The company has not taken any term loan during the year.

XII 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 was notices or reported during the year.

For Ashvin Thumar & Co. Chartered Accountants Ashvin Thumar Proprietor Membership No.138376 Place: MUMBAI Date: 30/05/2015




Mar 31, 2014

We have audited the accompanying financial statements of TRANSGLOBE FOODS LIMITED ("the Company"), 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.

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.

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.

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/ 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.

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

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

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

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

c) The Balance Sheet, Statement of Profit 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 subsection (3C) of section 211 of the Companies Act, 1956;

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

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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of. TRANSGLOBE FOODS LIMITED 0n the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of the cost records U/s. 209(1)(d) of the Companies Act, 1956 for any of the products of the company.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company have accumulated losses of Rs. 326.04 Lacs as at 31.03.2014.The company has not incurred cash losses during the financial year covered by our audit.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company did not deal in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in regard to investments made by company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Ashvin Thumar & Co. Chartered Accountants FRN : 131965W

Place: Mumbai Date: 30/05/2014 (Ashvin Thumar) Membership No. : . 138376


Mar 31, 2012

We have audited the attached Balance Sheet of TRANSGLOBE FOODS LIMITED, as at 31st March, 2012 and Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto.

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) (''the order'') issued by the Central Government of India in terms of sub- division (4A) section 227 of the Companies Act, 1956 (''the Act''), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

1. Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

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

4. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

5. On the basis of written representations from the directors and taken on record by the Board of Director, we report that none of the directors are disqualified as on 31st March,2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956.

6. Subject to what is stated in above, In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read together with the significant according policies and notes therein give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance sheet, of the state of affairs of the company as at 31st March, 2012;

(ii) In the case of profit & Loss Account, of the profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

The Companies (Auditor''s Report) Order, 2003 (''CARO'')

As required by Company (Auditor''s Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that ;

1) a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) All the fixed assets have been physically verified by the management during the year but, according to the information and explanation given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, The Company has not disposed off any substantial/major part of assets.

2) The Company does not hold any inventory and hence the question of physical verification etc. does not arise.

3) The company has not granted loans during the year to parties covered in the Register maintained by the company under section 301 of the Companies Act, 1956. The company has not accepted unsecured loans from parties covered in Register maintained by the company under section 301 of the Companies Act, 1956.

4) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

5) The Company has not accepted any deposits from public under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

6) In our opinion, the Company has an internal audit system commensurate with size and nature of the business.

7) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 and the rules framed there under.

8) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including, Income Tax, Sales Tax, Cess and any other material statutory dues applicable to it. The Company is not liable under the provisions of Investor Education and Protection Fund, Wealth Tax for the financial year covered by our audit. There are no undisputed statutory liabilities outstanding more than six months as on 31st March 2012.

b) According to the information and explanation given to us, there are no dues of Income tax and cess, which have been deposited on account of any dispute.

9) The Company have accumulated losses of Rs. 314.39 Lacs as at 31.03.2012. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

10) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues of financial institution or bank.

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

12) The Company has not a chit fund, nidhi/mutual benefit fund and therefore the requirement pertaining to such class of companies is not applicable.

13) According to the information and explanation given to us, the Company did not deal in or trade in shares, securities, debentures or other investment. The shares and other investment acquired by the company by way of investment are held by the company in its own name.

14) The Company has not given any guarantee for loans taken by others from banks or financial institution.

15) The Company has not taken term loan from Financial Institution during the year.

16) On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investment during the year.

17) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18) The Company has not issued any debentures during the year and therefore, the question of creating the security in respect thereof does not arise.

19) The Company has not made any public issue during the year and therefore, the question of disclosing the end use of money does not arise.

20) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR BAKUL V. GANATRA & CO.

Chartered Accountants

Sd/-

(BAKUL V. GANATRA)

Proprietor

Membership No.31813

Firm No. 100915 W

Place : RAKOT

Date : 20th August, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of TRANSGLOBE FOODS LIMITED, as at 31st March, 2011 and Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto.

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) (‘the order'') issued by the Central Government of India in terms of sub- division (4A) section 227 of the Companies Act, 1956 (‘the Act''), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

1. Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

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

4. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

5. On the basis of written representations from the directors and taken on record by the Board of Director, we report that none of the directors are disqualified as on 31st March,2011 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956.

6. Subject to what is stated in above, In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read together with the significant according policies and notes therein give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance sheet, of the state of affairs of the company as at 31st March, 2011;

(ii) In the case of profit & Loss Account, of the profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

The Companies (Auditor''s Report) Order, 2003 (‘CARO'')

As required by Company (Auditor''s Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that ;

1) a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) All the fixed assets have been physically verified by the management during the year but, according to the information and explanation given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, The Company has not disposed off any substantial/major part of assets.

2) The Company does not hold any inventory and hence the question of physical verification etc. does not arise.

3) The company has not granted loans during the year to parties covered in the Register maintained by the company under section 301 of the Companies Act, 1956. The company has not accepted unsecured loans from parties covered in Register maintained by the company under section 301 of the Companies Act, 1956.

4) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

5) The Company has not accepted any deposits from public under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

6) In our opinion, the Company has an internal audit system commensurate with size and nature of the business.

7) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 and the rules framed there under.

8) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues

including, Income Tax, Sales Tax, Cess and any other material statutory dues applicable to it. The Company is not liable under the provisions of Investor Education and Protection Fund, Wealth Tax for the financial year covered by our audit. There are no undisputed statutory liabilities outstanding more than six months as on 31st March 2011.

b) According to the information and explanation given to us, there are no dues of Income tax and cess, which have been deposited on account of any dispute.

9) The Company have accumulated losses of Rs. 314.25 Lacs as at 31.03.2011. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

10) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues of financial institution or bank.

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

12) The Company has not a chit fund, nidhi/mutual benefit fund and therefore the requirement pertaining to such class of companies is not applicable.

13) According to the information and explanation given to us, the Company did not deal in or trade in shares, securities, debentures or other investment .The shares and other investment acquired by the company by way of investment are held by the company in its own name.

14) The Company has not given any guarantee for loans taken by others from banks or financial institution.

15) The Company has not taken term loan from Financial Institution during the year.

16) On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investment during the year.

17) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18) The Company has not issued any debentures during the year and therefore, the question of creating the security in respect thereof does not arise.

19) The Company has not made any public issue during the year and therefore, the question of disclosing the end use of money does not arise.

20) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR BAKUL V. GANATRA & CO.

Chartered Accountants

Sd/-

(BAKUL V. GANATRA)

Proprietor

Membership No.31813

Firm No. 100915 Place : RAJKOT

Date : 24th August, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of TRANSGLOBE FOODS LIMITED, as at 31st March, 2010 and Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto.

As required by the Companies (Auditor''s Report) Order, 2003 (as amended) (‘the order'') issued by the Central Government of India in terms of sub- division (4A) section 227 of the Companies Act, 1956 (‘the Act''), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

1. Further to our comments in the Annexure referred to above, we report that:

1. 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;

2. 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;

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

4. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

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

6. Subject to what is stated in above, In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read together with the significant according policies and notes therein give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance sheet, of the state of affairs of the company as at 31st March, 2010;

(ii) In the case of profit & Loss Account, of the profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

The Companies (Auditor''s Report) Order, 2003 (‘CARO'')

As required by Company (Auditor''s Report) Order, 2003 issued by Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and explanations given to us and on the basis of such checks, as we considered appropriate, we have to state that ;

1) a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) All the fixed assets have been physically verified by the management during the year but, according to the information and explanation given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, The Company has not disposed off any substantial/major part of assets.

2) The Company does not hold any inventory and hence the question of physical verification etc. does not arise.

3) The company has not granted loans during the year to parties covered in the Register maintained by the company under section 301 of the Companies Act, 1956. The company has not accepted unsecured loans from parties covered in Register maintained by the company under section 301 of the Companies Act, 1956.

4) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

5) The Company has not accepted any deposits from public under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

6) In our opinion, the Company has an internal audit system commensurate with size and nature of the business.

7) The Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 and the rules framed there under.

8) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues

including, Income Tax, Sales Tax, Cess and any other material statutory dues applicable to it. The Company is not liable under the provisions of Investor Education and Protection Fund, Wealth Tax for the financial year covered by our audit. There are no undisputed statutory liabilities outstanding more than six months as on 31st March 2010.

b) According to the information and explanation given to us, there are no dues of Income tax and cess, which have been deposited on account of any dispute.

9) The Company have accumulated losses of Rs. 314.14 Lacs as at 31.03.2010. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

10) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues of financial institution or bank.

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

12) The Company has not a chit fund, nidhi/mutual benefit fund and therefore the requirement pertaining to such class of companies is not applicable.

13) According to the information and explanation given to us, the Company did not deal in or trade in shares, securities, debentures or other investment .The shares and other investment acquired by the company by way of investment are held by the company in its own name.

14) The Company has not given any guarantee for loans taken by others from banks or financial institution.

15) The Company has not taken term loan from Financial Institution during the year.

16) On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short-term basis have not been used for long-term investment during the year.

17) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18) The Company has not issued any debentures during the year and therefore, the question of creating the security in respect thereof does not arise.

19) The Company has not made any public issue during the year and therefore, the question of disclosing the end use of money does not arise.

20) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Chartered Accountants

Sd/-

(BAKUL V. GANATRA)

Proprietor

Membership No.31813

Place : RAKOT

Date : 21st August, 2010

 
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