Auditor Report of Vimal Oil & Foods Ltd.

Mar 31, 2016

To the Members of,

Vimal Oil & Foods Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of Vimal Oil & Foods Limited which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in the section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 standalone financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 of the financial statements that give true and fair view in order to design audit procedure 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 the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentations of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us and subject to Note no. 24.4 (Non provision of Doubtful Trade Receivables), Note no. 26 (Non provision of Interest) and Note no. 27 (Purchase belonging to preceding year), 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; of the state of the affairs of the company as at 31^st March 2016, and its profits and cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section (11) of section 143 of the Companies Act,2013 we give in the "Annexure-A" a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

ii. As required by section 143(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 aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014.

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer note 24.2 to financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company — Refer note 24.6 to financial statements.

Annexure-A to Independent Auditors'' Report

Referred to in Paragraph 5(i) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. In respect of Fixed Assets:

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

b. All the Fixed Assets of the Company have been physically verified by the management at reasonable period during the year and no material discrepancies have been noticed on such verification.

c. Title Deeds of immovable properties are held in the name of company.

2. In respect of Inventories:

a. As explained to us, Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. As per information given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us by the management, the Company has generally maintained & verified all records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

4. The company has not given guarantees or provided security requiring compliance under section 185 or 186 of the act. However, company has made investments in Brinda Exports Ltd. making it a wholly owned subsidiary where in the company has complied with the provisions of section 186 of the act.

5. During the year, the company has not accepted any deposits from public.

6. We have broadly reviewed the cost records maintained by the company pursuant to section 148 (1) of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the company and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2016 for a period of more than six months from the date on which they became payable.

b. According to the information and explanations given to us and on the basis of our examination of books of account and record, the details of aforesaid statutory dues as at March 31, 2016 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

Name of Statute	Nature of dues	Amount (Rs.)	Accounting Period to which the amount relates	Forum where dispute is pending
Gujarat Sales Tax Act, 1961 and Central Sales Tax Act, 1956	Sales Tax and CST	211.72 Lacs	2001-02 to 2003-04	Appellate Authority
Rajasthan Sales tax Act, 1994	Sales Tax	139.48 Lacs	2002-03	Appellate Authority
Income Tax Act, 1961	Income Tax	53.83 Lacs	1999-00	Appellate Authority
Income Tax Act, 1961	Income Tax	27.72 Lacs	2006-07	Appellate Authority
Income Tax Act, 1961	Income Tax	36.9 Lacs	2007-08	Appellate Authority
Income Tax Act, 1961	Income Tax	3.97 Lacs	2008-09	Appellate Authority
Income Tax Act, 1961	Income Tax	0.05 Lacs	2011-12	Appellate Authority
Income Tax Act, 1961	Income Tax	0.18Lacs	2013-14	Appellate Authority

c. During the year, the amount required to be transferred to investor''s education and protection fund has been so transferred.

8. In our opinion and according to the information and explanation given to us, the Company has defaulted in repayment of dues to banks as detailed below.

Sr. No.	Name of Bank	Amount of default for repayment !Rs. In Lacs)
1	Bank of India	14359.57
2	Bank of Baroda	13891.10
3	Dena Bank	11421.75
4	Andhra Bank	8181.32

9. In our opinion and on the basis of information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

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

11. The managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the companies act, 2013.

12. The company is not a Nidhi company. As such The Nidhi rules, 2014 are not applicable.

13. All transactions with the related parties are in compliance with the sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable accounting standards.

14. The company has not made any preferential allotment or Private placement of shares of fully or partly convertible debentures during the year under review.

15. The company has not entered into any non cash transactions with directors or persons connected with it.

16. The company is not required to be registered u/s. 45-IA of the Reserve Bank of India Act, 1934.

Annexure-B to Independent Auditors'' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Vimal Oil & Foods Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, S. D. Mehta & Co.

Chartered Accountants

Firm''s Registration Number: 137193W

Shaishav Mehta

Place : Ahmedabad Partner

Date: 10^th May, 2016 Membership Number: 032891

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Mar 31, 2015

We have audited the accompanying financial statements of Vimal Oil & Foods Limited which comprise the Balance Sheet as at March 31, 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.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in the section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 standalone financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 of the financial statements that give true and fair view in order to design audit procedure 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 the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentations of the financial statements.

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

4. Opinion

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

5. Report on Other Legal and Regulatory Requirements

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

ii. As required by section 143(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 aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The company has disclosed the impact of pending litigations on its financial position in is financial statements — Refer note 24.2 to financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company — Refer note 24.5 to financial statements.

Annexure to Independent Auditors' Report

Referred to in Paragraph 5(i) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. In respect of Fixed Assets:

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

b. All the Fixed Assets of the Company have been physically verified by the management at reasonable period during the year and no material discrepancies have been noticed on such verification.

2. In respect of Inventories:

a. As explained to us, Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. As per information given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, by the management, the Company has generally maintained & verified all records of its inventories and no material discrepancies were noticed on physical verification.

3. 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 Companies Act, 2013.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures Commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any major weakness in internal control.

5. During the year, the company has not accepted any deposits from public.

6. We have broadly reviewed the cost records maintained by the company pursuant to section 148 (1) of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the company and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2015 for a period of more than six months from the date on which they became payable.

b. According to the information and explanations given to us and on the basis of our examination of books of account and record, the details of aforesaid statutory dues as at March 31, 2015 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

Name of Statute Nature of dues Amount (Rs.)

Gujarat Sales Tax Act, Sales Tax and CST 211.72 Lacs 1961 and Central Sales Tax Act, 1956

Rajasthan Sales Tax 139.48 Lacs

Sales tax Act, 1994

Income Tax Act, 1961 Income Tax 53.83 Lacs

Income Tax Act, 1961 Income Tax 27.72 Lacs

Income Tax Act, 1961 Income Tax 17.93 Lacs

Income Tax Act, 1961 Income Tax 5.47 Lacs

Income Tax Act, 1961 Income Tax 4.44Lacs

Name of Statute Accounting Forum where dispute Period to which the is pending amount relates

Gujarat Sales Tax Act, 2001-02 to 2003-04 Appellate Authority 1961 and Central Sales Tax Act, 1956

Rajasthan 2002-03 Appellate Authority

Sales tax Act, 1994

Income Tax Act, 1961 1999-00 Appellate Authority

Income Tax Act, 1961 2006-07 Appellate Authority

Income Tax Act, 1961 2007-08 Appellate Authority

Income Tax Act, 1961 2008-09 Appellate Authority

Income Tax Act, 1961 2009-10 Appellate Authority

c. During the year, the amount required to be transferred to investor's education and protection fund has been so transferred.

8. The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

9. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of any dues to a financial institutions and banks.

10. The Company has given Guarantee for loan taken by others from banks. According to information and explanation given to us we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest on the company.

11. In our opinion and on the basis of information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

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

For RRS & Associates Chartered Accountants (Registration No. 118336W)

Rajesh R. Shah Ahmedabad Partner Date: 30th May, 2015 Membership No.: 034549

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Mar 31, 2014

We have audited the accompanying financial statements of Vimal Oil & Foods Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss, and Cash Flow Statement for the year then ended, and a summary of significant account- ing policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The proce- dures 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 manage- ment, 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 March 31, 2014,

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

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

Report on Other Legal and Regulatory Requirements

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

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 pur- pose 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

Annexure to Independent Auditors' Report

1. In respect of its Fixed Assets:

a. As informed to us the company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the company, which in our opinion is reasonable, having regard to the company and nature if its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its Inventories:

a. As explained to us, inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. Regarding stock lying with outside agency, the company has obtained stock confirmation from the respective agency.

b. As per the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory records, we are of the opinion that, the company is maintaining proper records of inventory. As informed to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956;

During the year the company has not granted/ taken any loans, secured or unsecured, to any party covered in the register maintained under section 301 to the Companies Act, 1956 Consequently the requirements of Clauses (iii)(b) to (iii)(g) of paragraph 4 of the order is not applicable.

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

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the company Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and ex- ceeding the value of ' 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

9. In respect of Statutory Dues

a. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, service tax, customs duty, excise duty, cess have generally been regularly depos- ited with the appropriate authorities. According to the information and explanations given to us, there were no undis- puted statutory dues, outstanding at the year ended on 31st March 2014, for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us disputed government dues that have not been deposited as on 31st March 2014 are as follows:

Name of Statute Nature of dues Amount (?)

Gujarat Sales Tax Act, Sales Tax and CST 211.72 Lacs 1961 and Central Sales Tax Act, 1956

Rajasthan Sales Tax 139.48 Lacs Sales tax Act, 1994

Income Tax Act, 1961 Income Tax 53.83 Lacs

Income Tax Act, 1961 Income Tax 27.72 Lacs

Income Tax Act, 1961 Income Tax 63.99 Lacs

Income Tax Act, 1961 Income Tax 3.97 Lacs

Income Tax Act, 1961 Income Tax 5.59 Lacs



Name of Statute Accounting Forum where dispute Period to which the is pending amount relates

Gujarat Sales Tax Act, 1961 and Central Sales Tax Act, 1956 2001-02 to 2004-05 Appellate Authority

Rajasthan Sales tax Act, 1994 2002-03 Appellate Authority

Income Tax Act, 1961 1999-00 Appellate Authority

Income Tax Act, 1961 2006- 07 Appellate Authority

Income Tax Act, 1961 2007- 08 Appellate Authority

Income Tax Act, 1961 2008- 09 Appellate Authority

Income Tax Act, 1961 2009- 10 Appellate Authority

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company based on security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. The company has maintained proper records of transaction and contracts in respect of shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the company in its own name.

15. The Company has given guarantee for loan taken by others from banks. According to information and explanation given to us we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow statement of the company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. During the year, the company has made preferential allotment to the three parties covered under the register maintained u/s 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. The company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For RRS & Associates

Chartered Accountants (Registration No. 118336W)

Rajesh R. Shah Partner

Membership No.: 034549

Ahmedabad

Date: 28-05-2014

---

Mar 31, 2013

Report On the Financial Statements

We have audited the accompanying financial statements of Vimal Oil & Foods Limited("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

(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 Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, the said order is applicable to the company during the year under review the report on the same is annexed to our Auditor''s Report.

Independent Auditors'' Report

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, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditors'' Report

1. a. The company has maintained the proper records showing full particulars including quantitative details and situation of its Fixed Assets.

1. a. As informed to us the company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the company. Which in our opinion is reasonable, having regard to the company and nature if its assets. To the best of our knowledge, no material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. a. As explained to us, inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. Regarding stock lying with outside agency, the company has obtained stock confirmation from the respective agency.

b. As per the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory records, we are of the opinion that, the company is maintaining proper records of inventory. As informed to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3. In respect of loans / deposits taken or given from or to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, we report that:

a. The company has not granted any loans, secured or unsecured, to any party covered in the register maintained under section 301 to the Companies Act, 1956

b. During the year the company has taken unsecured loans from three parties covered in the register maintained under section 301 to the Companies Act, 1956. In respect of said loans, the maximum amount outstanding at any time during the year war Rs. 1900 lacs and the year end balance is Rs. 1900.00 lacs

c. In our opinion and according to the information and explanation given to us, the rate of interest,

and other terms & conditions of the above loans are not prima facie prejudicial to the interest of the company.

d. The repayment of above said loans & payment of interest are regular and no material discrepancies were observed.

4. In our opinion, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the company Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us the above transactions, wherever they exceeds the threshold limit specified, are made at a prices which are not prejudicial to the interest of the company.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of the provisions of section 58A, section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained.

9. a. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, there were no undisputed statutory dues, outstanding at the year ended on 31st March 2013, for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us disputed government dues that have not been deposited are as follows:

Name of Statute Nature of dues Amount (Rs.)

Gujarat Sales Tax Act, Sales Tax and CST 211.72 Lacs 1961 and Central Sales Tax Act, 1956

Rajasthan Sales Tax 139.48 Lacs Sales tax Act, 1994

Income Tax Act, 1961 Income Tax 53.83 Lacs

Income Tax Act, 1961 Income Tax 27.72 Lacs

Income Tax Act, 1961 Income Tax 63.99 Lacs

Income Tax Act, 1961 Income Tax 1.17 Lacs

Income Tax Act, 1961 Income Tax 5.59 Lacs

Accounting Forum where dispute Period to which the is pending amount relates

2001-02 to 2004-05 Appellate Authority

2002-03 Appellate Authority

1999-00 Appellate Authority

2006-07 Appellate Authority

2007-08 Appellate Authority

2008-09 Appellate Authority

2009-10 Appellate Authority

10 The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to the records of the company and the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or banks.

12. According to the information and explanation given to us, the company has not granted any loans and advances based on security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In respect of commodity, future trading, in our opinion and according to the information and explanations given to us, proper records has been maintained and the transactions are timely entered therein.

Annexure referred to in our report of even date to the members of Vimal Oil & Foods Limited

15. According to the information and explanations given to us, the company has not provided any corporate guarantee for loans taken by others.

16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used during the yearfor long- term investment.

18. According to the information and explanations given to us during the year, the company has not made preferential allot- ment to the parties and companies covered under the register maintained u/s 301 of the Act.

19. The company has not issued any debenture during the year.

20. The company has not raised fund from public during the year.

21. To the best of our knowledge and according to the information and explanation given to us, no fraud by the company and no fraud on the company has been noticed or reported during the year.



For RRS & Associates

Chartered Accountants

(Registration No. 118336W) Rajesh R. Shah

Partner

Membership No.: 034549

Ahmedabad

Date: May 31, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Vimal Oil & Foods Limited as at 31st March, 2012 and the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the respon- sibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As require by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(v) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of clauses (g) of sub sections (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon give the information required by the Companies Act, 1956 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

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

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

Annexure referred to in our report of even date to the members

1. a. The company has maintained the proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the company. Which in our opinion is reasonable, having regard to the company and nature if its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

2. a. As explained to us, inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. Regarding stock lying with outside agency, the company has obtained stock confirmation from the respective agency.

b. As per the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory records, we are of the opinion that, the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

3. In respect of loans / deposits taken or given from or to any companies, firms or other parties covered in the register main- tained under Section 301 of the Companies Act, 1956, we report that:

a. The company has not granted any loans, secured or unsecured, to any party covered in the register maintained under section 301 to the Companies Act, 1956

b. The company has not taken unsecured loans from any parties covered in the register maintained under section 301 to the Companies Act, 1956.

c. In our opinion and according to the information and explanation given to us, the rate of interest, and other terms & conditions of the above loans are not prima facie prejudicial to the interest of the company.

4. In our opinion, there is an adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the company Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us the above transactions, wherever they exceeds the threshold limit specified, are made at a prices which are not prejudicial to the interest of the company.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of the provisions of section 58A, section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the company pursuant to the rules made by the central government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that the prescribed accounts and records have been maintained.

9. a. According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, service tax, customs duty, excise duty, cess have generally been regularly depos- ited with the appropriate authorities. According to the information and explanations given to us, there were no undis- puted statutory dues, outstanding at the year ended on 31st March 2012, for a period of more than six months from the date they became payable.

Name of Statute Nature of dues Amount (Rs.)

Gujarat Sales Tax Act, Sales Tax and CST 211.72 Lakhs 1961 and Central Sales Tax Act, 1956

Rajasthan Sales Tax 139.48 Lakhs Sales tax Act, 1994

Income Tax Act, 1961 Income Tax 53.83 Lakhs

Income Tax Act, 1961 Income Tax 67.00 Lakhs

Income Tax Act, 1961 Income Tax 5.97 Lakhs

Name of Statute Accounting Forum where dispute Period to which the is pending amount relates

Gujarat Sales Tax Act, 2001-02 to 2004-05 Appellate Authority 1961 and Central Sales Tax Act,1956

Rajasthan Sales tax Act,1994 2002-03 Appellate Authority

Income Tax Act,1961 1999-2000 Appellate Authority

Income Tax Act,1961 2007-08 Appellate Authority

Income Tax Act,1961 2008-09 Appellate Authority

b. According to the information and explanation given to us disputed government dues that have not been deposited are as follows:

10 The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to the records of the company and the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or banks.

12. According to the information and explanation given to us, the company has not granted any loans and advances based on security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In respect of commodity, future trading, in our opinion and according to the information and explanations given to us, proper records has been maintained and the transactions are timely entered therein.

Annexure referred to in our report of even date to the members of Vimal Oil & Foods Limited

15. According to the information and explanations given to us, the company has not provided any corporate guarantee for loans taken by others.

16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow statement of the company, we report that funds raised on short-term basis have not been used during the yearfor long- term investment.

18. According to the information and explanations given to us during the year, the company has not made preferential allot- ment to the parties and companies covered under the register maintained u/s 301 of the Act.

19. The company has not issued any debenture during the year.

20. The company has not raised fund from public during the year.

21. To the best of our knowledge and according to the information and explanation given to us, no fraud by the company and no fraud on the company has been noticed or reported during the year.

FOR, RRS & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN. : 118336W

PLACE : AHMEDABAD

DATE : 28th AUGUST, 2012 (RAJESH R. SHAH)

PARTNER

MEMBERSHIP NO. 034549

---

Mar 31, 2011

We have audited the attached Balance Sheet of Vimal Oil & Foods Limited as at 31st March, 2011 and the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As require by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion 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 Companies Act, 1956.

(v) On the basis of written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31/03/11 from being appointed as a Director in terms of clauses (g) of sub sections (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon give the information required by the Companies Act, 1956 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, 2011 and

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

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF VIMAL OIL & FOODS LIMITED

1. a. The Company has maintained the proper records showing full particulars including quantitative details and situation of its

Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals in a phased manner in accordance with a programme of verification adopted by the Company. Which in our opinion is reasonable, having regard to the Company and nature if its assets. To the best of our knowledge no material discrepancies were noticed on such verification.

c. In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. a. As explained to us, inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. Regarding stock lying with outside agency, the Company has obtained stock confirmation from the respective agency.

b. As per the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, we are of the opinion that, the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

3. In respect of loans / deposits taken or given from or to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, we report that:

a. The Company has not granted any loans, secured or unsecured, to any party covered in the register maintained under section 301 to the Companies Act, 1956

b. The Company has taken unsecured loans from five parties covered in the register maintained under section 301 to the Companies Act, 1956. The maximum amounts of loan taken and year-end balance were Rs. 1500 Lacs and Rs. 399.80 Lacs respectively.

d. In our opinion and according to the information and explanation given to us, the rate of interest, and other terms & conditions of the above loans are not prima facie prejudicial to the interest of the Company.

4. In our opinion, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the Company Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us the above transactions, wherever they exceeds the threshold limit specified, are made at a prices which are not prejudicial to the interest of the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the provisions of section 58A, section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7. The company is having Internal Audit System. However, in our opinion, the scope of internal audit is required to be strengthened and enlarged to make it commensurate with the size and nature of its business.

8. As explained to us, The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for 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, income tax, sales tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed statutory dues, outstanding at the year end, for a period of more than six months from the date they became payable.

c. According to the information and explanation given to us disputed government dues that have not been deposited are as follows:

Name of the Nature of the Amount Period to Forum where Statute Dues (In Lacs) which the dispute is amount pending relates

Gujarat Sales Sales Tax and 211.72 2001-02 to Appellate Tax Act, 1961 CST 2004-05 Authority and Central Sales Tax Act, 1956

Rajasthan Sales Sales Tax 139.48 2002-03 Appellate Tax Act, 1994 Authority

Income Tax Act, Income Tax 67.00 2008-09 Appellate 1961 Authority

10. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11. According to the records of the Company and the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or banks.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

14. In respect of commodity future trading, in our opinion and according to the information and explanations given to us, proper records has been maintained and the transactions are timely entered therein.

15. According to the information and explanations given to us, the Company has not provided any corporate guarantee for loans taken by others.

16. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow statement of the Company, we report that funds raised on short-term basis have not been used during the year for long-term investment.

18. During the year, the Company has allotted 6,00,0000 equity shares of Rs. 10 each to the promoters on preferential allotment basis at a price of Rs. 50.16 per equity share.

19. The Company has not issued any debenture during the year.

20. The Company has not raised fund from public during the year.

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

For, R R S & ASSOCIATES Chartered Accountants Firm Reg. No. : 118336W

(RAJESH R. SHAH) Partner (M.N. 34549)

Place : Ahmedabad Date : 29th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Vimal Oil & Foods Limited as at 31st March, 2010 and the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion 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 Companies Act, 1956.

(v) On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31/03/10 from being appointed as a Director in terms of clauses (g) of sub sections (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon give the information required by the Companies Act, 1956 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 Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF VIMAL OIL & FOODS LIMITED

1. a. The Company is in the process for updating of proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b. As explained to us, major fixed assets of the Company are physically verified by the management once in every three years which in our opinion is reasonable having regard to the size of the Company and nature of its assets.

c. The company has not disposed of any substantial part of Fixed Assets during the year that affects the going concern assumption.

2. a. As explained to us, inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. Regarding stock lying with outside agency, the company has obtained stock confirmation from the respective agency.

b. As per the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory records, we are of the opinion that, the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

3. In respect of loans / deposits taken or given from or to any companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, we report that:

a. The Company has not granted any loans, secured or unsecured, to any party covered in the register maintained under section 301 to the Companies Act, 1956

b. The Company has taken unsecured loans from six parties covered in the register maintained under section 301 to the Companies Act, 1956. The maximum amounts of loan taken and year end balance were Rs. 1750 Lacs and Rs. 1500 Lacs respectively.

c. In our opinion and according to the information and explanation given to us, the rate of interest, and other terms & conditions of the above loans are not prima facie prejudicial to the interest of the Company.

d. In our opinion and according to the information and explanation given to us, the interest payments are regular and the principal amounts are repayable on demand.

4. In our opinion, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the Company Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us the above transactions, wherever they exceeds the threshold limit specified, are made at a prices which are not prejudicial to the interest of the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the provisions of section 58A, section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7. The Company does not have any Internal Auditor of any special department/cell for Internal Audit, but looking towards the quantum & value of transactions and the Internal Control Procedures, we are of the opinion that the company has enough control over the transactions of the business.

8. As explained to us, The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for 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, income tax, sales tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed statutory dues, outstanding at the year end, for a period of more than six months from the date they became payable.

c. According to the information and explanation given to us disputed government dues that have not been deposited are as follows:

Name of Statute Nature of dues Amount Period to which Forum where (Rs. In Lacs) the amount relates dispute is pending

Gujarat Sales Tax Sales Tax and 211.72 2001-02 to 2004-05 Appellate Authority Act, 1961 and Central CST Sales Tax Act, 1956

Rajasthan Sales Sales Tax 139.48 2002-03 Appellate Authority Tax Act, 1994

Income Tax Act, 1961 Income Tax 80.80 2000-2001 to 2007-2008 Appellate Authority



10. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under audit and in the immediately preceding financial year.

11 According to the records of the company and the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. The company is not dealing or trading in shares, securities, debentures and other investment and as such clause (xiv) of the order is not applicable to the company.

15. According to the information and explanations given to us, the Company has provided corporate guarantee of NIL (P.Y: 18526.62 Lacs) for loans taken by others. According to the information and explanation given to us, we are of the opinion that the terms & conditions, there of were not prime facie prejudicial to the interest of the company.

16. The company has raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and cash flow statement of the company, we report that no major funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debenture during the year.

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

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither came across any instance of fraud on or by the Company, nor such type of the case been reported or informed to us by the management.



For, R R S & Associates

Chartered Accountants

Firm Reg. No. : 118336W

Place : Ahmedabad (Rajesh R. Shah)

Date :26th August, 2010 Partner

(M.N. 34549)