Auditor Report of Ashiana Agro Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements ofAshiana Agro Industries Limited (the "Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible forthe matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

1. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

2. Selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent.

3. Design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 the 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, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and 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 presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial statements.

Opinion

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March ,2015.

ii) in the case of the Statement of Profit & Loss of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

Annexure to the Auditor's Report

The Annexure referred to in our report to the members of Ashiana Agro Industries Limited for the year Ended 31.03.2015 We report that:

1. The company is maintaining proper records showing full particulars and situation of fixed assets. These fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed during the FY2014-15.

2. (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

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

(c) the company is maintaining proper records of inventory.

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 during the FY 2014-15 and hence reporting on the receipt of the principal amount and interest, overdue amount and reasonable steps have been taken by the company for recovery of the principal and interest is not applicable.

4. There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

5. The company has not accepted any deposits from the Public.

6. Maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for this company.

7. (a) In our opinion and according to the information and explanations given to us, the company is regular in

depositing undisputed statutory dues including income-tax, sales-tax, cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no dispute is pending before any forum in respect of income tax or sales tax or cess as at 31.03.2015

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

8. (a) n our opinion, the accumulated losses are less than 50% of its net worth.

(b) The company has not incurred any cash losses during the FY 2014-15 and in the immediately preceding financial year.

9. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

10. The company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

11. No term loans were applied for the purpose for which the loans were obtained.

12. No fraud on or by the company has been noticed or reported during the FY2014 -15.

For Prasan Associates Chartered Accountant Sd/- CAPrasankumar T M.No : 230965

Date: 25/05/2015 Place : Chennai

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Mar 31, 2010

We have audited the attached Balance Sheet of ASH1ANA AGRO INDUSTRIES LIMITED, at at 31st March2010, Profit and Lose 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 auditing standards generally accepted In India. Those Standards require that we plan and perform the audit to obtain reasonabto assurance about whether the financial statemente are free Of material misstatement An a and disclosures in the financial statements. An audit also includes assessing me accounting principles used and significant estimates made by management as wall 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 9 of the said order.

Further to our comments in the Annexure referred to above, 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 as far as appears from out examination of those books.

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

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

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the annexed accounts read with the notes in Schedule -V give the information required by the Companies Act 1996 in the manner so required and give a true and fair view in conformity with the accounting principles aenerasV accepted in India:

(a) In the case of the Balance Sheet of the State of affairs of the company as at 31* March, 2010; and

(b) Incase of Profit and Loss Account of the Prom for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

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

(b) All the assets have been physically verified by the management during the year. No discrepancies were noticed on such verification.

(c) The Company had sold entire plant & machinery, Land and Building during earlier year and the company has so far not made any plans to replace the fixed assets that have been sold. The Company has not made any transaction during the year in respect of export business Started in earlier year. These factors raise doubt about the companys ability to continue as a going concern in the foreseeable future.

(ii) (a) The company had not taken loan from other company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.Nil lacs and the year-end balance of loans taken from such parties was NIL.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(iii) In our opinion and according to the information and explanations given to us there are adequate internal procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls:

(iv) There are no transactions that need to be entered in the register maintained in pursuance to section 301 of the Act.

(v) The company has not accepted any deposits from the public to which the provisions of Section58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

(vi) In our opinion the company has an internal audit system commensurate with the size and nature of its business.

(vii) We were explained that the Central Government U/S 209(1 )(d) of the Companies Act, 1956 has not prescribed maintenance of cost records during the year.

(viii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, wealth tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(ix) In our opinion, the accumulated losses are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xi) In our opinion the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xiii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

(xiv) Other Provision of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

For VIKRAM KUMAR & CO.

Chartered Accountants

Dated : 10th August 2010 sd/-

Place : Camp, Chennai (Bireshwar Kumar)

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