Auditor Report of Lake Shore Realty Ltd.

Mar 31, 2025

Mahaan Foods Limited Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Mahaan Foods Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss, and statement of cash flow for the year ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Financial statements give the information required by the companies Act 2013 in the manner so required and give a true and fair view in conformity with the Indian accounting Standards prescribed u/s 133 0f the act read with Indian accounting standards rules 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, and profit/loss, and its cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed satisfactorily in the context of our audit of the financial statements in forming our opinion thereon.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters in section134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of the standalone Financial statements that give a true and fair view of the financial position, financial performance, and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section133 of the Act, read with Rule7 of the Companies(Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safe guarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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.

In preparing the financial statements, management is responsible for assessing Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise

professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risk of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013 we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements, or if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timings of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationship and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequence of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2020, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in Annexure ''A'', a statement on the matters specified in paragraphs 3 & 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 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 afore said standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on 31 March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2025, 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, refers to our separate Report in "Annexure B" which is based on the Auditor''s Report of the Company. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over reporting of the Company;

g) Attention is invited to Note No. 1 (f) in regard to employee benefits.

h) Attention is invited to Note No. 2 (iv) stating that some of balance of debtors, creditors and loans and advances are subject to confirmation from respective parties. We have relied on the representation of the management that no significant impact is expected on the working results of the company on this account;

i) Attention is invited to Note No. 1(g) relating to Contingent liabilities. We have relied on the representation of the management that no significant impact is expected on the working results of the company on this account;

j) 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 litigation on its financial position in its financial statements.

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

(iii) There has been no delay whenever applicable, in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Mahaan Foods Limited
(‘the Company’), which comprise the Balance Sheet as at 31st March, 2024, and the Statement of
Profit and Loss, and statement of cash flow for the year ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone Financial statements give the information required by the
companies Act 2013 in the manner so required and give a true and fair view in conformity
with the Indian accounting Standards prescribed u/s 133 0f the act read with Indian
accounting standards rules 2015 as amended and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March, 2024, and
profit/loss, and its cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed satisfactorily in the context of our audit of the financial statements in forming our
opinion thereon.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section134(5) of the
Companies Act, 2013 (‘the Act’) with respect to the preparation and presentation of the
standalone Financial statements that give a true and fair view of the financial position,
financial performance, and cash flow of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under
Section133 of the Act, read with Rule7 of the Companies(Accounts) Rules, 2014. This
responsibility also includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safe guarding of the assets of the Company and for
preventing and detecting the frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of 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.

In preparing the financial statements, management is responsible for assessing Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but it is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risk of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013 we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements,
or if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timings of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationship and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequence of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2020, issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in
Annexure ’A’, a statement on the matters specified in paragraphs 3 & 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 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 afore said standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on 31 March, 2024 taken
on record by the Board of Directors, none of the directors is disqualified as on 31 March,
2024, 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, refers to our separate Report in
“Annexure B” which is based on the Auditor’s Report of the Company. Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the internal financial
controls over reporting of the Company;

g) Attention is invited to Note No. 1 (f) in regard to employee benefits.

h) Attention is invited to Note No. 2 (iv) stating that some of balance of debtors, creditors and
loans and advances are subject to confirmation from respective parties. We have relied on the
representation of the management that no significant impact is expected on the working
results of the company on this account;

i) Attention is invited to Note No. 1(g) relating to Contingent liabilities. We have relied on the
representation of the management that no significant impact is expected on the working
results of the company on this account;

j) 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 litigation on its financial position in its
financial statements.

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

(iii) There has been no delay whenever applicable, in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the Company.

(iv) Reporting on accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility is applicable as proviso to Rule 3(1) of the

Companies (Accounts) Rules, 2014 , under rule 11(g) of companies (audit and auditors )
rules 2014 with effect from first April 2023. In this regard we have to report that based on
our examination which included test checks except for instances if any mentioned below, the
Company has used accounting software for maintaining books of accounts which have
feature of recording audit trail (edit log facility). Further the audit trail facility was enabled
and operated throughout the year for all relevant transactions recorded in the software and
we did not come across any instance of audit trail feature being tempered with during the
course of our audit. Further as per information and explanation given to us company has
preserved the audit trail as per statutory requirement for record retention.

For R C SHARMA & ASSOCIATES

Chartered Accountants

(Firm Registration No: 021847N)

Sd/-

(CA. R C SHARMA)

Partner

Membership Number: 083543
Place: New Delhi
Date: 29-05-2024
UDIN: 24083543BKEMMY 5311

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Mahaan Foods Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31 March 2015 and its profit and its 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 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in 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 aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) Attention is invited to Note 25 stating that some of balance of debtors, creditors and loans and advances are subject to confirmation from respective parties. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account.

(f) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; 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 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 refer Note 24 to the financial statements.

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

iii. There has been no amount required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

Annexure to the Independent Auditors' Report

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

(i) (a) The Company has maintained list of fixed assets acquired by it. However those are required to be updated substantially with regard to quantitative details/ location, identification etc.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme,certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that company has not sold any substantial part of fixed asset during the financial year ended 31st March 2015, that has affected the going concern of the company .

(ii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has granted loan to one company of Rs.5,71,67,868 covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(a) Receipts of Principal amount and interest in respect of above mentioned loan are regular.

(b) There is no overdue amount in respect of above mentioned loan.

(c) For this purpose, we have relied on the representations of the management that Rs. 30,43,413 due from one company and two parties covered in the register maintained under section 189 of the Companies Act, are advances and not in the nature of loans.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to information & explanations given to us, no major weakness has been noticed or reported.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 during the year.

(vi) We have broadly reviewed the Cost Records maintained by the company as prescribed by the Central Government under sub section (1) of the Companies Act 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. The company did not undertake manufacturing activity during the year..We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities in India .The Arrear as on 31stmarch 2015 on the aforesaid dues were as below.

1 Sales Tax Rs.48,81,855.00

2 Service tax Rs.9173.00

3 TDS Rs.3627.00

(b) (i) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company.

Name of Statute Nature of Amount Period to which the Dues (Rs. In the amount Lacs) relates

Himachal Pradesh Value Value 48.22 01.01.2007 to Added Tax Act 2005 Added Tax 30.11.2008

Income tax Act 1961 Fringe 3.88 01.04.2008 to Benefit Tax 31.03.2009

Income tax Act 1961 Fringe 1.04 01.04.2006 to Benefit Tax 31.03.2007

(b)(ii) According to the information and explanations given to us, the statutory dues that have not been deposited by the Company on account of matters pending before appropriate authorities are as under:

Name of Nature of the Amount Period to which Statute Dues (Rs. In the amount Lacs) relates

Delhi Sales Tax Sales Tax 40.40 2003-04 Act 1975 demand

Punjab Value Penalty 2.91 2005-06 Added Tax Act 2005

Rajasthan Value Penalty 8.49 2008-09 Added Tax Act 2003

Orissa value Value added tax 0.46 01-04-2005 to Added Tax Act, Penalty 0.91 30-11-2008 2004

Orissa entry Tax Entry tax 1.77 01-04-2005 to Act, 1999 Penalty 3.54 30-11-2008



Name of Statute Forum where dispute is pending

Delhi Sales Tax Dy. Commissioner (Appeals), Act 1975 New Delhi (Demand order has been stayed by Hon'ble Dy. Commissioner)

Punjab Value Asstt. Excise & Taxation Added Tax Act Commissioner cum Deputy 2005 Director (Inv.), Patiala for review.

Rajasthan Value Rajasthan Tax Board, Added Tax Act Ajmer 2003

Orissa value Joint Commissioner of Sales Added Tax Act, tax, Bhubaneswar 2004

Orissa entry Tax Joint Commissioner of Sales Act, 1999 tax, Bhubaneswar

(c) There has been no amount required to be transferred, to the Investor Education and Protection Fund by the Company during the year

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and but has incurred a cash loss of Rs.1,28,91,559.00 in the immediately preceding financial year.

(ix) The Company has not taken loans from financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanation given to us , the company has not raised any term loan during the year

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

For D.D Nagpal & Co Chartered Accountants Firm's registration number: 006413N

Sd/- Dev Dhar Nagpal Place : New Delhi Partner Date : 30th May 2015 Membership number: 085366

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Mar 31, 2014

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

Management''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 notified under the Companies Act, 1956 ("the Act"). (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in term of general circular 15/2013 dated 13th September ,2013 of the Ministry of Corporate Affairs) 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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.

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. Further to our comments in the Annexure referred in paragraph 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 purposes of our audit.

ii. 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii. The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred in sub section (3C) of section 211 of the Companies Act, 1956, subject to point. 2(r) of Note 2 regarding consignment sales taken as net of expenses, which is not in conformity by /AS 9.

v. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

vi. Attention is invited to Note 25 stating that some of balance of debtors, creditors and loans and advances are subject to confirmation from respective parties. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account

vii. Attention is invited to Note 32 stating that the company has transferred two units of the company which were agreed to have transferred under Memorandum of family settlement dated 31/08/2010. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account.

3. Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31.03.2014,

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

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

Annexure referred to in paragraph Report on Other legal and Regulatory Requirements of our report of even date

RE: Mahaan Foods Limited ("the Company")

1. a. The Company has maintained list of fixed assets acquired by it. However those are required to be updated substantially with regard to quantitative details/ location, identification etc.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are also informed that no material discrepancies were noticed on such verification.

c. In our opinion and information and explanation given to us during the year in terms of Memorandum of Family Settlement dated 31/08/2010, company has transferred its two divisions namely Mahaan Biosys and Mahaan Nutrition, situated at Poanta Sahib Himachal Pradesh. An approval u/s 293(1)(a) of Companies Act 1956 has been taken by the company. It was informed to us that management is in process of establishing a new manufacturing facility.

2. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. a. The Company had not granted any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. For this purpose, we have relied on the representations of the management that Rs. 30,43,413.00 due from one company and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances and not in the nature of loans.

b. In view of above, sub-clause (b), (c), and (d) of clause 4(iii) of the order are not applicable.

c. The Company had not taken interest free unsecured loan from covered in the register maintained under section 301 of the Companies Act, 1956. We relied on the representations of the management that Rs. 32,85,302 due to three parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances received and not in the nature of loans.

d. In our opinion, other terms and conditions on which such loan have been taken by the company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

e. Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature and/or customized to the requirements of the company and as such comparative quotations are not available, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. The system of getting independent confirmation of balance requires to be given more emphasis. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system of the company.

5. a. We were informed that the company has entered the particulars of all contracts or arrangements that need to be entered into 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 transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of each party during the year have been made at prices which appear reasonable considering the cost and benefits available, payments made/received and other factors. However, it is explained that purchase of certain goods are of special and/or customized to the requirements of the Company, suitable alternate source do not exist for obtaining comparable quotations.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of Companies Act,1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to deposits accepted from the public.

7. In our opinion the company has Internal Audit system in place commensurate with its size and nature of its business during the year under audit.

8. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of 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 cost record with a view to determine whether they are accurate or complete.

9. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and cess and other material statutory dues applicable to it barring delays in certain months.

b. According to the information and explanations given to us, following undisputed amounts were in arrears, as at March 31,2014 for a period of more than six months from the date they become payable

Name of Statute Nature of Amount Period to the Dues (Rs. In Lacs) which the amount relates

Himachal Pradesh Value Added Tax Act 2005 Value 48.22 01.01.2007 to Added Tax 30.11.2008

Income Tax Act 1961 Fringe 3.88 01.04.2008 to Benefit Tax 31.03.2009

Income Tax Act 1961 Fringe 1.04 01.04.2006 to Benefit Tax 31.03.2007

c. According to the information and explanations given to us, the statutory dues that have not been deposited by the Company on account of matters pending before appropriate authorities are as under:

Name of Statute Nature of the Amount Period to which Dues (Rs. In Lacs) the amount relates

Delhi Sales Tax Sales Tax 40.40 2003-04 Act 1975 demand

Punjab Value Penalty 2.91 2005-06 Added Tax Act 2005

Rajasthan Value Penalty 8.49 2008-09 Added Tax Act 2003

Orissa value Value added tax 0.46 01-04-2005 to Added Tax Act, Penalty 0.91 30-11-2008 2004 Orissa entry Tax Entry tax 1.77 01-04-2005 to Act, 1999 Penalty 3.54 30-11-2008

Name of Statute Forum where dispute is pending Delhi Sales Tax Dy. Commissioner (Appeals), Act 1975 New Delhi (Demand order has been stayed by Hon''ble Dy. Commissioner)

Punjab Value Asstt. Excise & Taxation Added Tax Act Commissioner cum Deputy 2005 Director (Inv.), Patiala for review.

Rajasthan Value Rajasthan Tax Board, Added Tax Act Ajmer 2003

Orissa value Joint Commissioner of Sales Added Tax Act, tax, Bhubaneswar 2004 Orissa entry Tax Joint Commissioner of Sales Act, 1999 tax, Bhubaneswar

10. The Company does not have accumulated losses at the end of the financial year 31 March, 2014. Further, the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has made defaults in repayments of Banks & financial Institutions. All dues have been squared up before the end of financial year.

12. As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the order is not applicable.

13. As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the order is not applicable.

15. As the Company has not given any guarantee for loans taken by others from banks or financial institutions, paragraph 4(xv) of the order is not applicable.

16. In our opinion and according to the information and explanations given to us, the term loans taken during the year 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 of the company, we report that no fund raised on short-term basis have been used for long-term investments.

18. The Company has not made any preferential allotment of shares during the year under audit.

19. The Company has not issued any debentures during the year under audit.

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

21. 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.

For D D NAGPAL AND COMPANY Chartered Accountants Firm Registration No. 006413N

Sd/-

D D NAGPAL Place : New Delhi Partner Date: 30th May, 2014 Membership No. 085366

---

Mar 31, 2012

Report on the Financial Statements

We have audited the accompanying financial statements of Mahaan Foods Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2012, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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. Further to our comments in the Annexure referred in paragraph 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 purposes of our audit.

ii. 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii. The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred in sub section (3C) of section 211 of the Companies Act, 1956, subject to point . 1(o) of Note 22 regarding consignment sales taken as net of expenses, which is not in conformity by AS 9.

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

vi. Attention is invited to Point no. 7 in Note 22 stating that some of balance of debtors, creditors and loans and advances are subject to confirmation from respective parties. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account.

3. Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31.03.2012,

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

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

Annexure referred to in paragraph Report on Other legal and Regulatory Requirements of our report of even date RE: Mahaan Foods Limited ("the Company")

1. a. The Company has maintained list of fixed assets acquired by it. However those are required to be updated substantially with regard to quantitative details/ location, identification etc.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are also informed that no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

2. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. a. The Company had not granted any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. For this purpose, we have relied on the representations of the management that Rs. 1,96,96,970 due from two companies and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances and not in the nature of loans.

b. In view of above, sub-clause (b), (c), and (d) of clause 4(iii) of the order are not applicable.

c. The Company had taken interest free unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.94,94,375 and the year-end balance of loans taken from such parties is Rs. 94,94,375.We relied on the representations of the management that Rs.1,35,09,257 due to a firm and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances received and not in the nature of loans.

d. In our opinion, other terms and conditions on which such loan have been taken by the company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

e. Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature and/or customized to the requirements of the company and as such comparative quotations are not available, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. The system of getting independent confirmation of balance requires to be given more emphasis. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system of the company.

5. a. We were informed that the company has entered the particulars of all contracts or arrangements that need to be entered into 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 transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of each party during the year have been made at prices which appear reasonable considering the cost and benefits available, payments made/received and other factors. However, it is explained that purchase of certain goods are of special and/or customized to the requirements of the Company, suitable alternate source do not exist for obtaining comparable quotations.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion the company has Internal Audit system in place commensurate with its size and nature of its business during the year under audit.

8. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the company and are of the opinion that prima facie , the prescribed accounts and records have been made and maintained.

The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty Excise Duty and other material statutory dues applicable to it barring delays in certain months

10 The Company does not have accumulated losses at the end of the financial year 31st March, 2012. Further, the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any Financial Institution or Bank or to debenture holders.

12 As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the order is not applicable.

13 As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special

14 As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the order is not applicable.

15 As the Company has not given any guarantee for loans taken by others from banks or financial institutions,

16 In our opinion and according to the information and explanations given to us, the term loans taken during the year 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 of the company, we report that no fund raised on short-term basis have been used for long-term investments.

18 The Company has not made any preferential allotment of shares during the year under audit.

19 The Company has not issued any debentures during the year under audit.

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

21 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.

For D. D. NAGPAL & CO.

Chartered Accountants

(Firm Registration No. 006413N)

Sd/-

(D. D. NAGPAL)

Place: New Delhi Partner

Dated: 13th August, 2013 Membership No. 085366

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Mahaan Foods Limited as at 31st March 2011, the Profit and Loss Account and also 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.

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 check basis, evidence supporting the amount and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of India in terms of Section 227 (4A) 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.

4. Further to our comments in the Annexure referred in paragraph 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 purposes of our audit.

ii. 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii. The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred in sub section (3C) of section 211 of the Companies Act, 1956, subject to note no. 1(o) of Schedule O regarding consignment sales taken as net of expenses, which is not in conformity by AS 9.

v. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

vi. Attention is invited to note No. 6 stating that some of balance of debtors, creditors and loans and advances are subject to confirmation from respective parties. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account.

vii. Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31.03.2011,

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

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

Annexure to Auditors' Report dated 01.12.2011 on accounts for the year ended on 31.03.2011

1. a. The Company has maintained list of fixed assets acquired by it. However those are required to be updated substantially with regard to quantitative details/ location, identification etc.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are also informed that no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

2. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. a. The Company had not granted any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. For this purpose, we have relied on the representations of the management that Rs.2,45,63,452 due from three companies and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances and not in the nature of loans.

b. In view of above, sub-clause (b), (c), and (d) of clause 4(iii) of the order are not applicable.

c. The Company had taken interest free unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.49,000 and the year-end balance of loans taken from such parties is Rs. 49,000. For this purpose, we have relied on the representations of the management that Rs. 1,34,26,503 due to a firm and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances received and not in the nature of loans

d. In our opinion, other terms and conditions on which such loan have been taken by the company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

e. Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature and/or customized to the requirements of the company and as such comparative quotations are not available, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. The system of getting independent confirmation of balance requires to be given more emphasis. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system of the company.

5. a. We were informed that the company has entered the particulars of all contracts or arrangements that need to be entered into 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 transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of each party during the year have been made at prices which appear reasonable considering the cost and benefits available, payments made/received and other factors. However, it is explained that purchase of certain goods are of special and/or customized to the requirements of the Company, suitable alternate source do not exist for obtaining comparable quotations.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7 The Company has no Internal Audit system in place commensurate with its size and nature of its business during the year under audit.

8 The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the company.

9 a. The Company is regular in depositing with appropriate authorities Undisputed statutory dues including provident fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it barring delays in certain months.

b. According to the information and explanations given to us, following undisputed amounts were in arrears, as at March 31, 2011 for a period of more than six months from the date they become payable

Name of Statute Nature of Amount Period to which the (Rs. In the amount Dues Lacs) relates

Himachal Pradesh Value Added Tax Act Value 48.22 1 01.01.2007 to 2005 Added 30.11.2008 Tax

Income tax Act 1961 Fringe 3.88 01.04.2008 to Benefit 31.03.2009 Tax

Income tax Act 1961 Fringe 1.04 01.04.2006 to Benefit 31.03.2007 Tax_

The Haryana Murrah Buffalo and Milch Milk 40.17 01.04.2008 to Animal Breed (Preservation and Cess 31.03.2010 Development of Animal Husbandry and Dairy Development Sector Act 2

c. According to the information and explanations given to us, the statutory dues that have not been deposited by the Company on account of matters pending before appropriate authorities are as under:

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

Delhi Sales Sales Tax 40.0 2003-04 Dy. Commissioner Tax Act 1975 demand (Appeals), New Delhi (Demand order has been stayed by Hon'ble Dy. Commissioner) Punjab Value Penalty 2.91 2005-06 Asstt. Excise & Taxation Added Tax Commissioner cum Act 2005 Deputy Director (Inv.), Patiala

Rajasthan Penalty 8.49 2008-09 Rajasthan Tax Board, Value Added Ajmer Tax Act 2003

Orissa value Value added 0.46 01-04-2005 to Joint Commissioner of Added Tax tax 30-11-2008 Sales tax, Bhubaneswar Act, 2004 Penalty 0.91

Orissa entry Entry tax 1.77 01-04-2005 to Joint Commissioner of Tax Act, 19991 Penalty 3.54 30-11-2008 Sales tax, Bhubaneswar

10 The Company does not have accumulated losses at the end of the financial year 31 March, 2011. Further, the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any Financial Institution or Bank or to debenture holders.

12 As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the order is not applicable.

13 As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

14 As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the order is not applicable.

15 As the Company has not given any guarantee for loans taken by others from banks or financial institutions, paragraph 4(xv) of the order is not applicable.

16 In our opinion and according to the information and explanations given to us, the term loans taken during the year 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 of the company, we report that no fund raised on short-term basis have been used for long-term investments.

18 The Company has not made any preferential allotment of shares during the year under audit.

19 The Company has not issued any debentures during the year under audit.

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

21 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.

For DD NAGPAL & COMPANY Chartered Accountants

(Firm Registration No. 006413N)

Sd/-

(D D NAGPAL)

Partner

Membership No. 085366 Place: New Delhi

Dated : 1stDecember, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Mahaan Foods Limited as at 31st March 2009, the Profit and Loss Account and also 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.

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 check basis, evidence supporting the amount and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in terms of Section 227 (4A) 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.

4. Further to our comments in the Annexure referred in paragraph 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 purposes of our audit.

ii. 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 and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.

iii. The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred in sub section (3C) of section 211 of the Companies Act, 1956, subject to note no. 1(o) of Schedule O regarding consignment sales taken as net of expenses, which is not in conformity by AS 9 and Note No.10 of Schedule O regarding non disclosure of prior period income/expenditure as required by AS 5.

v. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

vi. Attention is invited to note no. 6 Schedule (O)stating that some of balance of debtors, creditors and loans and advances are subject to reconciliation/ confirmation from respective parties. We have relied on the representations of the management that no significant impact is expected on the working results of the Company on this account.

vii. Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31.03.2009,

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

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

REG.: MAHAAN FOODS LIMITED Annexure to Auditors Report dated 25.10.2010

1.a. The Company has maintained list of fixed assets acquired by it. However those are required to be updated substantially with regard to quantitative details/ location, identification etc.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are also informed that no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

2. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. a. The Company had not granted any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. For this purpose, we have relied on the representations of the management that Rs. 5,51,97,651 due from two companies and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances and not in the nature of loans.

b. In view of above, sub-clause (b), (c), and (d) of clause 4(iii) of the order are not applicable.

c. The Company had taken interest free unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 60,000 and the year-end balance of loans taken from such parties is Rs. 60,000. For this purpose, we have relied on the representations of the management that Rs. 1,21,44,349 due to a firm and two parties covered in the register maintained under section 301 of the Companies Act, 1956 are advances received and not in the nature of loans

d. In our opinion, other terms and conditions on which such loan have been taken by the company listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

e. Since the aforesaid loans taken by the company are repayable on demand and there is no repayment schedule, the question of repayment being regular does not arise.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature and/or customized to the requirements of the company and as such comparative quotations are not available, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. The system of getting independent confirmation of balance requires to be given more emphasis. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control system of the company.

5. a. We were informed that the company has entered the particulars of all contracts or arrangements that need to be entered into 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 transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of each party during the year have been made at prices which appear reasonable considering the cost and benefits available, payments made/received and other factors. However, it is explained that purchase of certain goods are of special and/or customized to the requirements of the Company, suitable alternate source do not exist for obtaining comparable quotations.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

7 The Company has no Internal Audit system in place commensurate with its size and nature of its business.

8 The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the company.

9 a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicable to it barring delays in certain months.

b. According to the information and explanations given to us, following undisputed amounts were in arrears, as at March 31, 2009 for a period of more than six months from the date they become payable

Name of Statute Nature of Amount Period to which the (Rs. In the amount Dues Lacs) relates

Himachal Pradesh Value Added Tax Act Value 48.22 01.01.2007 to 2005 Added 30.11.2008 Tax

Income tax Act 1961 Fringe 3.88 01.04.2008 to Benefit 31.03.2009 Tax

Income tax Act 1961 Fringe 1.04 01.04.2006 to Benefit 31.03.2007 Tax

The Haryana Murrah Buffalo and Milch Milk 21.15 01.04.2008 to Animal Breed (Preservation and Cess 31.03.2009 Development of Animal Husbandry and Dairy Development Sector Act 2001

c. According to the information and explanations given to us, the statutory dues that have not been deposited by the Company on account of matters pending before appropriate authorities are as under:

Name of Nature of the Amount Period to which Statute Dues (Rs. In the amount Lacs) relates

Delhi Sales Sales Tax 40.40 2003-04 Tax Act 1975 demand

Punjab Value Penalty 2.91 2005-06 Added Tax Act 2005

Rajasthan Penalty 8.49 2008-09 Value Added Tax Act 2003

Name of Statue Forum where dispute is pending

Delhi Sales Tax Act 1975 Dy. Commissioner (Appeals), New Delhi (Demand order has been stayed by Honble Dy. Commissioner)

Punjab Value Added Tax Act 2005 Asstt. Excise & Taxation Commissioner cum Deputy Director (Inv.), Patiala

Rajasthan Value Added Tax Act 2003 Dy. Commissioner Appeal, Jaipur

10 The Company does not have accumulated losses at the end of the financial year 31 March, 2009. Further, the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any Financial Institution or Bank or to debenture holders.

12 As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the order is not applicable.

13 As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4 (xiii) of the order is not applicable.

14 As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the order is not applicable.

15 As the Company has not given any guarantee for loans taken by others from banks or financial institutions, paragraph 4(xv) of the order is not applicable.

16 In our opinion and according to the information and explanations given to us, the term loans taken during the year 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 of the company, we report that no fund raised on short-term basis have been used for long-term investments.

18 The Company has not made any preferential allotment of shares during the year under audit.

19 The Company has not issued any debentures during the year under audit.

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

21 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.

For DAWAR MATHUR & GOEL

Chartered Accountants

Firm Registered No. 06773N

Sd/-

ARUN K.GOEL

Partner Membership No. 81005

Place: New Delhi Dated: 25.10.2010