Auditor Report of Pioneer Agro Extracts Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Pioneer Agro Extracts Limited ('the Company'), which comprise the Balance Sheet as at March 31, 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 responsibilities for the 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 of these financial statements thai 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 the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities

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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment- including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit 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 companies 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 financial statements.

Opinion

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

i) in the case of the Balance sheet, of the state of affairs of the company as at March 31,10.2015:

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

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

Report on Other Legal and Regulatory Requirements

1. 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;

r. 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f. With respect to the other matters included in the auditor's report and to best of our information and according to the explanation given to us.

i The company has disclosed the impact of pending litigation on its financial position in its financial statement.

2 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 derivative contracts.

There has been no delay in transferring amounts, required to be transferred, to the investor's education and protection fund by the company.

ADDITIONAL INFORMATION ANNEXED TO THE INDEPENDENT AUDITORS' REPORT

a l The Company has maintained proper records to show full particulars including quantitative details and situations of fixed assets.

-As per the information and explanations given to us, the fixed assets of the Company have been verified by the management at reasonable intervals and no serious discrepancies between the book records and physical verification were noticed.

the year the Company has not disposed off any substantial /major part of fixed assets.

2 As -per 'sic information and explanations given to us, the inventories have been physically verified Rs,;¦ :re management at reasonable intervals during the year.

-opinion and as per the information and explanations given to us, procedures of physicaleructation of inventory followed by the management are reasonable and adequate in relation to ze of the Company and nature of its business.

company is maintaining proper records of inventories. In our opinion, discrepancies noticed verification of inventory were not material in relation to the operations of the and the same have been properly dealt with in the books of account.

Company has taken loans and a sum of Rs. 148.27 Lacs is outstanding at the end of the year, pertains to Sh. Jagat Mohan Aggarwal, Managing Director. All other loans outstanding atrezoning of the year have been repaid.

opinion and according to the information and explanations given to us, interest being paidand other terms and conditions are not prima facie prejudicial to the interest of the <- Company had granted loans to M/s Pioneer Industries Limited, a sister concern, which has reed- -repaid. Interest was being charged on the same.

no overdue amount in respect of above loans.

reunion and according to the information and explanations given to us, there are adequatecontrol procedures commensurate with the size of the Company and the nature of its it regard to purchase of inventory and fixed assets and for the sale of goods. During the audit, no major weakness has been noticed in the internal controls.

sect of transaction covered under section 189 of the Companies Act, 2013:

opinion and according to the information and explanation given to us, the transaction —aloe m pursuance of contracts or arrangements that needed to be entered into in the register named under section 189 of the Companies Act, 2013 have been so entered.

opinion and according to the information and explanation given to us, the transactions -ace in pursuance of contracts or arrangements entered in the Register maintained under sect on 189 of the Act and exceeding Rs.5 Lacs in respect of any party during the year have oeen made at the prices, which are reasonable having regard to prevailing market prices at the eventides.

(c) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the prescribed statutory register maintained under section 189 of the Companies Act, 2013 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and do not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

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

8. The maintenance of cost records has not been prescribed by the Central Government.

9. In respect of statutory dues:

(a) According to information and explanations given to us and the records examined by us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, value added tax, wealth tax, custom duty, excise duty, cess and other statutory dues wherever applicable.

(b) According to information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2015, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues outstanding in respect of income tax, MVAT, customs duty, wealth-tax, service tax, excise-duty, cess, etc, on account of any dispute.

10. The Company accumulated losses amounting to Rs 435.61 Lacs the Company as on March 31, 2015. The company has made loss in this year as well as in the immediately preceding previous year

11. The Company has not defaulted in repayment of dues to Banks and payments have been made as per the repayment schedule sanctioned by the banks. The Company has no borrowings from financial institutions or by way of debentures.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/ or advances on basis of security by way of pledge of shares, debentures and other securities.

13. Clause (xiii) of the order is not applicable to the Company as the Company is not a Chit fund company or nidhi/ mutual benefit fund/ society.

14. Clause (xiv) of the order is not applicable to the Company as the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to information and explanations givep to. us, the Company has not given any guarantee.

for loans taken by others from banks or financial institutions.

16. The company has applied funds from term loans raised during the year only for the purpose for which those term loans were raised .

17. During the year under purview the Company has not made any long term Investments out of funds raised on short-term basis or vice versa.

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

19. Clause (xix) of the order is not applicable to the company, as the Company has not issued any debentures.

20. The Company has not raised any money by public issues during the year covered by our report.

21. As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For. WA&JDEVA & CO.

Chaptered Accountants

Firm Registration 005947N

(PRAM0D KUMAR KHOSLA)

Place : Pathankot Partner

Date : May 7,2015 Membership No. 080970

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Mar 31, 2014

We have audited the attached financial statements of Pioneer Agro Extracts Limited ("the Company") which comprises the Balance Sheet as on 31st March, 2014, the Statement of Profit and Loss Account 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 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 m 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 Sec133 of the Companies Act ,2013 in terms 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 thq 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 misstatements, 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 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making these 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 of the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Opinion

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

a) in the case of the Balance Sheet,of the state of affairs of the Company as at 31st March,2014;

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

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditor''s Report) Order, 2003,("the Order") issued by - the Central Government in terms of Sec 227(4A) 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 explanation 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 it appears from our examination of such 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 Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continues to be applicable in respect of Sec 133 of eth Companies Act,2013 in terms of General Circular 15/2013 dated 13th Sep,2013 of the Ministry of Corporate Affairs)

(e) On the basis of the written representations received from the Companies as on 31st March,2014 taken on record by the Board of Directors, none of the Directors are prima facie disqualified as on 31st March,2014 from being appointed as Director under clause (g) of sub section 1 of section 274 of the Companies Act 1956; -

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT Referred to in Paragraph (3) of our report of even date

1. In respect of its fixed assets:

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

(b) The Fixed assets have been physically verified during the year by the management. We are informed that no material discrepancies were noticed by the management on such verification.

(c) None of the Fixed Assets have been revalued during the year. In our opinion the Company has not disposed of substantial part of Fixed Assets during the year.

2. In respect of its inventories:

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

(b) In our opinion and according to the 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 has maintained proper records of inventories. As explained to us, there are no material discrepancies noticed on physical verification of inventory as compared to the book records and have been properly dealt with.

3. In respect of loans, secured or unsecured, granted or taken by the Company

to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has taken loans from eleven parties aggregating to Rs.269.16 - Rs.1 Lacs outstanding at the end of the year The company has advanced sum to Pioneer Industries Ltd with outstanding of Rs. 2.64 Lacs at the end of the year.

(b) In our opinion and according to the information and explanations given to us, interest being paid/ charged and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) The Company has granted loans on which interest is being charged. In respect of loans taken/ granted by the Company, interest payments are reaular & the principal ampunt is repayable on demand

(d) There is no overdue amount in respect of above loans.

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 for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 In respect of transaction covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under 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 transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Act and exceeding Rs.5 Lacs in respect of any party during the year have been made at the prices, which are reasonable having regard to prevailing market prices at the relevant times.

6. According to the information and explanation given to us the Company has not accepted deposits from the public with in the meaning of section 58A and 58AA,

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business

8. The Central Government has prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 in respect of activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the same.

9. In respedt of statutory dues:

The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Sales Tax, Customs Duty, Excise Duty, Income Tax, cess and any other statutory dues with the appropriate authorities during the year.

10. The Company has accumulated losses. The company has made loss in this year as well as in the immediately preceding previous year.

11. Based on books & records procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

12. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by its associates from banks or financial institutions.

13. As informed and explained to us, the Company has not dealt/traded in securities or debentures during the year. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion and according to the information and explanations given to us, no. new term loan has been taken during the year.

15. 1n our opinion and according tc the information and explanation given to us, and on an overall examination of eth Balance Sheet of the Company, we report that funds raised on short term basis have not been used during the year for long term investment.

16. The Company has not made any preferential allotment of shares,

17. No Debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

18. The Company has not raised any money through a public issue during the year.

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

For ANIL vASUDEVA & CO. CHARTED ACCOUNTANTS

Place : Pathankot (PRAMOb KUMAR KHOSLA) Dated May 30,2014 Partner Membership No. 080970

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Pioneer Agro Extracts Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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.

Opinion

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

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

b) in the case of the Profit and Loss Account, 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.

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

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

d) in our opinion, the Balance Sheet, Statement of .Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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



ANNEXURE TO THE AUDITORS REPORT

Referred to in Paragraph (3) of our report of even date

1. In respect of its fixed assets:

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

(b) The Fixed assets have been physically verified during the year by the management. We are informed that no material discrepancies were noticed by the management on such verification.

(c) None of the Fixed Assets have been revalued during the year. In our opinion the Company has not disposed of substantial part of Fixed Assets during the year.

2. In respect of its inventories:

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

(b) In our opinion and according to the 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 has maintained proper records of inventories. As explained to us, there are no material discrepancies noticed on physical verification of inventory as compared to the book records.

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

(a) The Company has taken loans from fourteen parties aggregating to Rs.32.12 Lacs outstanding at the end of the year.

(b) In our opinion and according to the information and explanations given to us, interest being paid/ charged and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(c) The Company has granted loans on which interest is being charged. In respect of loans taken/ granted by the Company, interest payments are regular & the principal amount is repayable on demand.

(d) There is no overdue amount in respect of above loans.

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 for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5 In respect of transaction covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under 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 transactions made in pursuance of contractsor arrangements entered in the Register maintained under section 301 of the Act and exceeding Rs.5 Lacs in respect of any party during the year have been made at the prices, which are reasonable having regard to prevailing market prices at the relevant times.

6. According to the information and explanation given to us the Company has not accepted deposits from the public with in the meaning of section 58A and 58AA.

7. In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8. The Central Government has prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 in respect of activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the same.

9. In respect of statutory dues:

The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Sales Tax, Customs Duty, Excise Duty, Income Tax, cess and any other statutory dues with the appropriate authorities during the year.

10. The Company has accumulated losses. The company has made loss in this year. However the company made profit in the immediately preceding previous year.

11. Based on books & records procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. As informed and explained to us, the Company has not dealt/traded in securities or debentures during the year.

15. According to the information and explanation given to us, the Company has given guarantee for loans taken by its associates from banks or financial institutions. According to the information and explanation given to us, these are not prima- facie prejudicial to the interest of the Company.

16. The Company has not made any preferential allotment of shares.

17. No Debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

18. The Company has not raised any money through a public issue during the year.

19. According to information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For ANIL VASUDEVA & CO.

Chartered Accountants

Place : Pathankot (PRAMOD KUMAR HOSLA)

Dated : May20,2013 Partner

Membership No. 080970