Auditor Report of Girdharilal Sugar & Allied Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LIMITED (The Company), which comprises the Balance sheet as at 31st March, 2015 and the statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. MANAGEMENT'S RESPOSIBILITY FOR THE FINANCIAL STATEMENTS The Company's Board of Directors is responsible for 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 value of the financial positions, financial performance and cash flows of the company in accordance with the accounting standards referred to in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and 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 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, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls 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 audit opinion on the standalone financial statements.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls 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 audit opinion on the standalone financial statements.

BASIS OF QUALIFIED OPINION

The company has not provided Rs. 10109852/- towards MAT payable as per Sec115JB of Income Tax Act, 1961, Refer Note No. 31 of notes to accounts. Had the above liability been considered there would have been a profit of Rs.22416553/- as against the reported profit of Rs. 32526405/- and Reserves & Surplus as the balance sheet date would have been Rs,(-)97789046/-. as against reported figure of Rs. (-) 87679194/-.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its Profit and its cash flows for the year ended on that date.

EMPHASIS ON MATTERS

We draw attention to the following matters in the Notes to the financial Statement:

Note No. 14 (c) in respect of interest on loans given to related party

Note No. 30 in respect of interest liability on unpaid undisputed statutory dues.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1) As required by the Companies (Auditor's Report) order, 2015 ("the order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the annexure a statement on the matters specified in paragraphs 3 and 4 and 5 of the order to the extent applicable.

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

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

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

c. The Balance Sheet and statement of Profit and Loss Account and Cash Flow statement dealt with by these reports are in agreement with the books of account of the Company.

d. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow statement dealt with by this report comply with the account standards specified under section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014.

e. On the basis of written information received from the directors of the Company and taken on record by the Board of Directors as on 31st March 2015, and the information and explanations given to us, we report that none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of subsection (2) of section 164 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 according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 42 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

(iii) The Company has not transferred a sum of Rs.99.03 lacs to the Investor Education and Protection Fund. However as per BIFR order dated 15.01.2014, the company was exempted from the provisions of Sec 205C of the Companies Act 1956 and deferred the same payment till 2016-17.

ANNEXURE TO THE AUDITOR'S REPORT Annexure referred to in our Independent Auditor's Report to the Members of the Company on the Financial Statements for the year ended 31st March, 2015 we report that:

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

(b) The fixed assets of the Company have been physically verified by the management at reasonable intervals. As informed to us, no discrepancies have been noticed on such verification.

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

(b) According to the information and explanation given to us, in our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) In our opinion and information and explanation given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and book records.

iii. (a) According to the information's and explanations given to us the Company has granted unsecured loans to one party covered in the register maintained under section 189 of the Companies Act, 2013.

(b) In case of loans granted to parties covered in the register maintained under section 189 of the Companies Act, 2013, in our opinion and according to the information and explanation given to us, no interest has been charged on such loans. Interest on loans given during the earlier year has been waived off during the year as per directors resolutions dated 31.01.2014 & Subsequent resolution passed on 31.07.2014. The other terms and conditions on such loans are not prima facie prejudicial to the interest of the company.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to parties listed in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any major weakness in the internal control system.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from public with the meaning of Section 73 to 76 or any other relevant provision of the Companies Act, 2013.

vi. According to information and explanations given to us the Central Government has prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act 2013 and are being maintained for its Soya and Dairy Division however we have not earned out any detailed examination of such accounts and records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is regular in depositing statutory dues of Provident Fund, Employee state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, cess and any other statutory dues with the appropriate authorities except in case of Value Added Tax and Service Tax which are being paid late in few cases and is Rs.21423146 for VAT and Rs.95454 for Service Tax which has not been paid.

(b) According to the information and explanations given to us, there are no undisputed statutory dues of Provident Fund, Employee state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Value added Tax, cess and any other statutory dues with the appropriate authorities were outstanding for more than six months from the date they became payable except following Sales Tax, Entry Tax, Income Tax and Service Tax for earlier years were due for payment for more than six months.

Sr. Name of the no Statue Nature Period Amount of the Due which the amount

1. M.P.Commercial Tax Act 1994 Regular 14256511 2006-07 till 2014-15

Income Tax Regular 2213260 2011-12 3. Service Tax Regular 204501 2013-14

(c) According to the Information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on 31st March 2015 on account of dispute except as given below:

Name of the statue Nature of the Forum where Period to Amount Dues dispute is which pending theamount relates

M.P. Sales Tax, High Court/ 1999- 38635644

Commercial CSTand Commissioner 2000 to

Tax EntryTax ofSalesTax/ 2012-13 Act'1994 Deputy Commissioner.

Income Tax Income Tax CIT Appeal 2009-10 19517760 Act'1961 Demand

Central Excise Duty Commissioner 2005-06 818153 Excise of Central Acfl944 Excise (Appeal)

(d) According to the information and explanations given to us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 except Rs.99.03 lacs to be transferred on account of unclaimed debenture account.

However as per BIFR order dated 15.01.2014, the company was exempted from the provisions of Sec 205C of the Companies Act 1956 and deferred the same payment till 2016-17.

iii. The company has accumulated losses as at 31st March 2015; however the accumulated losses are less than 50% of its net worth. The Company has incurred cash profit during the financial year covered by our audit however the company has incurred cash loss in the immediately preceding financial year.

k. In our opinion and according to the information and explanations given to us, the Company has not made any default in the repayment of dues to financial institutions and banks. The company has not issued any debenture during the year.

:. According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions during the year.

:i. In our opinion and according to the information and explanation given to us, the term loans have been applied by the company during the year for the purposes for which they were obtained.

:ii. To the best of our knowledge and belief and according to the information and explanations given to us, we report that no material fraud on or by the company has been noticed or reported during the year.

Place: Indore

Dated: 31/07/2015

For : M.MEHTA & COMPANY

Chartered Accountants

(Firm Regn. No. 000957C)

CA Nitin Bandi

PARTNER

(M. No.400394)

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Mar 31, 2014

We have audited the accompanying financial statements of Girdharilal Sugar And Allied Industries Limited which comprises of the Balance Sheet as at March 31,2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended, on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 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 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 except for the effects of matters described in emphasis of matters 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 Loss for the year ended on that date, and

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

Emphasis of Matters

i. Note no. 14 c (II) in respect of interest on loans given to related party.

ii. Note No. 29 in respect of Merger Scheme sanctioned by BIFR dated 15.01.2014.

iii. Note No. 30 in respect of interest liability on unpaid undisputed statutory dues.

Report on Other Legal and Regulatory Requirements

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

2. As required 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss comply 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;;

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 THE AUDITOR''S REPORT

Annexure Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2014 of Girdharilal Sugar And Allied Industries Limited

As required by the companies (Auditors report) order 2003 issued by the Company law Board in terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) There was no substantial disposal of fixed assets during the year.

2. (a) The inventory of the Company has been physically verified by the management during the year and at the year end.

In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory and discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

3. a. In our opinion and according to the information and explanations given to us, the Company has taken Loans from three parties during the year covered in the register maintained u/s 301 of the Companies Act, 1956 and the outstanding year-end balance of such party during the year was Rs. 33123043/- and maximum outstanding balance during the year was Rs. 33123043/-

b. In our opinion and according to the information and explanations given to us, the company has also granted loans to Two parties covered in the register u/s 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.89591540/- and the year-end balance of loans granted was Rs.87592116/-

c. In our opinion and according to the information and explanations given to us, no interest has been charged on such loans that have been taken / granted to Companies, Firms & other listed parties in the register maintained u/s 301 of the Companies Act, 1956. Interest on Loans given has been waived off during the year as per Board of Directors resolution dated 31.01.2014. The other terms & conditions on such loans are not prima facie prejudicial to the interest of the company.

d. The company is regular in repaying the principal amount as stipulated.

e. The parties are regular in repaying the principal amount as stipulated.

f. In our opinion and according to the information and explanations given to us, there is no overdue amount of loan taken from / granted to Companies, Firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

4. (a) In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has bee in passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. We have been informed that the prescribed cost records pursuant to the rule made by the Central Government under section 209 (1) (d) of the Companies Act, 1956 are being maintained for its Soya and Dairy Division. However we have not carried out any detailed examination of such accounts and records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2014 were outstanding for a period of more than six months from the date they became payable except for Commercial Tax, Income Tax & TDS.

Sr. Name of the Nature Amount Period No. Statute of Dues

1. M.P. Commercial Regular 20634142/- 2006-07 Tax

2. Income Tax Regular 2831962/- 2011-12 & TDS

(c) As on 31st March 2014, According to the records of the company and the information and explanations given to us, the following are the particulars of dues on account of Income tax, Excise Duty, Cess, Sales Tax Service Tax Custom duty and wealth Tax matters that have not been deposited on account of disputes:-

Sr. Name of the Nature of Dues Amount No. Statute Disputed (in Rs.)

1. M.P. Commercial Sales Tax & Entry 36610079/- Tax Act, 1994 Tax Demand

2. Income Tax, Income Tax 19517760/- Act, 1961 Demand

3. Central Excise Excise Duty 818153/- Act, 1944

Sr. Name of the forum where pending No. Statute

1. M.P. Commercial High Court/ Commissioner of Sales Tax Act, 1994 tax/Deputy Commissioner

2. Income Tax, CIT Appeal Act, 1961

3. Central Excise Commissioner of Central Excise Act, 1944 (Appeal)

10. The Company has incurred cash Loss during the financial year covered by our audit however the company has made cash profit in the immediately preceeding financial year. The company has accumulated losses more then 50% of its net worth at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations 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. Therefore, the other provisions of clause 4 (xii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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 provisions clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any gurantee for loans taken by others from banks or financial institutions.during the year.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanation given to us and an overall examination of the Balance Sheet of the company, we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

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

20. The company has not raised any money by public issues during the year under review.

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

For: M/s. M. Mehta and Company Chartered Accountants (Firm Reg. NO.000957C) CA: NITIN BANDI PLACE: INDORE PARTNER. DATE : 30.08.2014 (M.No. 400394)

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Mar 31, 2013

We have audited the accompanying financial statements of GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LIMITED which comprises of the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance 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 except for the effects of the matter described in the other matter paragraph. The financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

The company has not adjusted interest @ 12 % on loans given to related parties as agreed on Rs. 27,95,56,875/- .The amount of interest on such loans is of Rs.3,36,53,876/-. Had the interest would have been charged the profit for the year would have been Rs.3,36,82,482/- before tax and Rs.2,28,24,522/- after tax and accordingly the Reserves and Surplus would have been Rs.6,18,81,387/- and Income Tax provision would have been Rs. 1,08,57,960/-. Report on Other Legal and Regulatory Requirements

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

2. As required 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and the 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 Referred to in paragraph 1 of our Audit report of even date on the accounts for the year ended 31st March 2013 of GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LIMITED

As required by the companies (Auditors report) order 2003 issued by the Company law Board in the terms of section 227(4A) of the Companies Act 1956, we have further to report that: -

1. (a) In respect of fixed assets; the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These Fixed Assets have been physically verified by the management, in accordance with the programme of verification adopted by the company. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets.

(c) There was no substantial disposal of fixed assets during the year.

2 As the Company does not have any inventory during the year hence clause 2

(a) (b) (c) does not apply.

3. (a) According to the information and explanations given to us, the company has granted unsecured loans to three parties covered in the register maintained under section 301 of the Companies Act, 1956. However interest for the year as per agreed rate 12% has not been adjusted during the year and were considered as free of Interest . The outstanding balance of loan given at the end of the year as well as maximum outstanding was Rs. 279556874.

(b) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company and hence not commented upon.

4. In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements or transactions referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under Section 301 of the companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable, having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from public in contravention with the provisions of Section 58-A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of any deposits.

7. The Company has an Internal Audit System, which in our opinion is adequate and commensurate with the size of the Company and nature of its business.

8. In our opinion and as per explanation given to us the Cost Records are not required to be maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government u/s209 (1) (d) of the Companies Act 1956.

9.According to the information and explanations given to us, the Company is generally regular in depositing provident fund and employees state insurance with appropriate authorities during the year.

According to the information and explanations given to us, no undisputed amount payable in respect of income-tax, sales tax, wealth-tax, service-tax customs duty, excise duty, cess as on 31.3.2013 were outstanding for a period of more than six months from the date they became payable as on 1st of October 2012 are Rs.2508604/- for commercial Taxes and Rs.2213260/- for Income Tax .

10. The Company has made cash profit before tax during the financial year covered by our audit and also in the immediately preceding financial year. The company has no accumulated losses at the end of the financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks during the year.

12. According to the information and explanations 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. Therefore, the other provisions of clause 4 (xii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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 provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanation given to us, the company has not given any gurantee for loans taken by others from banks or financial institutions.during the year.

16. According to the information and explanation given to us, the company has not taken any term loans during the year.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet of the company we report that funds raised on short-term basis, have been used for short term purpose only.

18. The Company has not made preferential allotment of share to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year covered by our audit.

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

20. The company has not raised any money by public issues during the year under review.

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

For: M/s. M. Mehta and Company Chartered Accountants

(Firm Reg. No.000957C)

Place: INDORE CA : P.R. BANDI

Date: 30/05/2013 Partner

(M. No.016402)

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LIMITED' INDORE (M.R) as at 31st March' 2012 and the relative Profit & Loss Account and the Cash Flow Statement for the year ended on that date' which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 presentation of the finan- cial statements' we believe that our audit provides a reasonable basis for our opinion.

3. 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.

4. 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.

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

6. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement dealt by this report are in compliance with the Accounting Standards referred to in Section 211 (3c) of the Companies Act 1956.

7. On the basis of written representation received from all the Directors of the Company as on 31/03/2012 and the information and explanation as made available' we report that none of the Directors of the Company prima-facie have any disqualification as referred to in clause(g) of Subsection (1) of the Section 274 of the Companies Act' 1956.

8. 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

a. In the case of the Balance Sheet' of the state of affairs of the Company as at 31st March' 2012

b. In the case of the Profit & Loss Account' of the Profit of the Company for the year ended on that date. and

c. In the case of the Cash Flow Statement' of the Cash Flows for the year ended on that date.

9. As required by the Companies (Auditors' Report) Order' 2003 issued by the Central Govern- ment of India in terms of sub- section (4A) of section 227 of the Companies Act' 1956' we further report that

(i) The nature of the Company's business/activities during the year was such that clause (xii) (xiii) and (xiv) of the paragraph 4 of the Companies (Auditors' Report) order 2003 are not applicable to the Company.

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

(b) Physical verification of fixed assets was carried out during the year in accordance with the Company's policy. In our opinion the frequency of verification of all the assets is at reasonable intervals having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical verification were noticed.

(c) During the year the Company has not disposed off a substantial part of fixed assets.

(iii) The Company does not have any stock at the end of the year' hence the said clause does not apply.

(iv) (a) During the period the Company has not taken any unsecured loan from Companies listed in the Register maintained U/s 301 of the Companies Act' 1956.

(b) In our opinion and according to the information and explanations given to us' the Company has granted long term loans to two parties listed in the Register maintained U/s 301 of the Companies Act' 1956 and the terms & conditions on which such loans were given are not prima-facie prejudicial to the interest on the Company and the rate of interest wherever applicable is as per terms and conditions and in one Company it is free of interest (Refer Note No.9 (d)) and the repayment of such loans are as stipulated. The outstanding balance of loan given at the end of the year as well as maximum outstanding was Rs. 218912995/-.

(v) According to the information and explanations given to us' there is an adequate internal control system commensurate with the size of the Company and nature of its business' for purchase of raw materials' stores' components' plant & machinery' equipment and other assets.

(vi) (a) Based on the Audit procedure applied by us and as per the informations and explanations

given to us' the particulars of contracts or arrangements referred to in section 301 of the Act are entered in the register maintained under that section.

(b) In our opinion and according to the informations and explanations given to us' the Com- pany has not purchased any stores' raw materials or components from subsidiaries' firms or Companies or other parties in which Directors are interested as listed in the register maintained under section 301 of the Companies Act' 1956 except sales and purchases were made from Companies in which Directors are interesred as listed in the register main- tained under section 301 of the Companies Act' 1956 at prices' rates which are reasonable having regard to prevailing market prices of such goods.

(vii) The Company has not accepted any deposit from public as defined in section 58-A of the Com- panies Act' 1956 and the rules framed thereunder. We were informed that no order has been passed by the Company Law Board' National Company Law Tribunal or any other court.

(viii) In over opinion the internal audit system is reasonably commensurate with the size and nature of the business of the Company.

(ix) Cost records u/s 209(i)(d) of the Companies Act 1956 are not required to be maintained by the Company.

(x) In our opinion and according to the information and explanation given to us the Company is regular in depositing Provident Fund dues' Income Tax' Sales Tax' Service Tax' Wealth Tax' Customs Duty' Excise Duty' Cess' Investors' Education and Protection Fund except following dues which are outstanding for a period more than six months from the date they became payable as on 01.10.2011 are Rs. 25'08'604/- for Commercial Taxes.

(xi) The Company's Net Worth at the end of the financial year is positive and the Company has made cash profits during the current financial year and also in the immediately preceding financial year.

(xii) The Company has not defaulted in the repayment of dues to the Financial Institutions and Banks.

(xiii) According to the information and explanations given to us' the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xiv) In our opinion and according to the information and explanations given to us' the Company has not taken any term loan during the year.

(xv) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company' in our opinion' funds raised on a short term basis have been used for short term purpose only.

(xvi) The Company has not made any Preferential Allotment of Shares to parties and Companies covered in the Register maintained U/s 301 of the Companies Act' 1956.

(xvii) The Company has not issued any Debentures during the year.

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

(xix) To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the financial year. FOR M/S M. MEHTA & CO.

CHARTERED ACCOUWANTS

Firm Reg. No. 000957C

(P.R.BANDI)

PLACE] INDORE PARTNER

DATE :31.05.2012 (M.No.16402)

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GIRDHARILAL SUGAR AND ALLIED INDUSTRIES LIMITED, INDORE (M.P.) as at 31st March,2010 and the relative Profit & Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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.

4. 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.

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

6. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement dealt by this report are in compliance with the Accounting Standards referred to in Section 211 (3c) of the Companies Act 1956.

7. On the basis of written representation received from all the Directors of the Company and the information and explanation as made available, Directors of the Company do not prima-facie have any disqualification as referred to in clause(g) of Subsection 1 of the Section 274 of the Act, 1956.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Note No.7 towards old cane price dispute settlement and Note No.8 towards Solar Power Project Expenses and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010

b. In the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date. and

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

9) 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 further report that :-

(i) The nature of the companys business/activities during the year was such that clause (xii) (xiii) and (xiv) of the paragraph 4 of the companies (Auditors Report) order 2003 are not applicable to the company.

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

(b) Physical verification of fixed assets was carried out during the year in accordance with the companys policy. In our opinion the frequency of verification of all the assets is at reasonable intervals having regard to the size of the company and the nature of its assets. No material discrepancies between the book records and the physical verification were noticed.

(c) During the year the company has not disposed off a substantial part of fixed assets.

(iii) The company does not have any stock during the year, hence the said clause does not apply.

(iv) (a) During the period the company has not taken any unsecured loan from companies listed in the Register maintained U/s 301 of the Companies Act, 1956.

(b) In our opinion and according to the informations and explanations given to us, the company has granted loans to two parties listed in the Register maintained U/s 301 of the Companies Act, 1956 and the terms & conditions on which such loans were given are not prima-facie prejudicial to the interest on the company and the rate of interest wherever applicable as per terms and conditions and the repayment of such loans are as stipulated. The outstanding balance of loan given at the end of the year was Rs.142241150 and maximum outstanding Rs.148190585.

(v) According to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business, for purchase of raw materials, stores, components, plant & machinery, equipment and other assets.

(vi) (a) In our opinion and according to the information and explanation given to us the particulars of the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanation given to us the company has not purchased/sold goods from/to the company in which Directors are interested as listed in the register maintained under section 301 of the Companies Act, 1956.

(vii) The company has not accepted any deposit from public as defined in. section 58-A of the Companies Act, 1956 and the rules framed thereunder. We were informed that no order has been passed by the Company Law Board, National Company Law Tribunal or any other court.

(viii) In our opinion the internal audit system is reasonably comroensurate with the size and nature of the business of the company.

(ix) Cost records u/s 209(i)(d) of the companies act 1956 are not required to be maintained by the company.

(x) In our opinion and according to the information and explanation given to us the company is regular in depositing Provident Fund dues, Income Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Investors Education and Protection Fund except following dues which are outstanding for a period more than six months from the date they became payable as on 01.10.2009 are Rs 1571397 for Commercial Taxes.

(xi) The companies Net Worth at the end of the financial year exceed the Accumulated Losses and the company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xii) The Company has not defaulted in the repayment of dues to the Financial Institutions and Banks.

(xiii) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xiv) In our opinion and according to the information and explanations given to us, the Company has not taken any term loan during the year.

(xv) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, funds raised on a short term basis have been used for short term purpose only.

(xvi) The Company has not made any Preferential Allotment of Shares to parties and companies covered in the Register maintained U/s 301 of the Companies Act, 1956.

(xvii) The Company has not issued any Debentures during the year.

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

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

For M/s. M. MEHTA&CO.,

CHARTEREDACCOUNTANTS

(P. R. BANDI)

PLACE :INDORE PARTNER.

DATE : 30.08.2010 (M.No. 16402)

(Firm Reg. No. 000957C)