Auditor Report of R J Bio Tech Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of R J Biotech Limited, which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

02) Management's Responsibility 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 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.

03) Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

04) 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 Balance Sheet, of the state of affairs of the company as at 31st March, 2015

b) In the case of Statement of Profit & Loss, of the Profit for the year ended as on 31st March, 2015

c) In the case of Cash Flow, the Cash Flow of the company for the year ended as on 31st March, 2015

05) Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 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 & 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH 5 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF R J BIO-TECH LIMITED ON THE FINANCIAL STATEMENTS;

FOR THE YEAR ENDED AS ON 31.03.2015

(i) 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 by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(ii) Inventory:

(a) As explained to us, the management has conducted physical verification of inventory at reasonable intervals.

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

(c) The company is maintaining proper records of inventory of stocks of raw materials, finished goods of seeds, etc. No material discrepancies were noticed on physical verification of stock as compared to book records.

(iii) Loans:

(a) During the year under review, the company has granted unsecured loan of Rs. 57,58,732/- to one company covered in the register maintained under section 189 of the Companies Act, 2013. Balance of said loan as on 31.03.2015 is Rs. NIL

(b) The loan amount outstanding as on 31.03.2015 is Rs. NIL. Hence, Not Applicable (b) The loan amount outstanding as on 31.03.2015 is Rs. NIL. Hence, Not Applicable

(iv) Internal Control System:

In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and there are no major weaknesses in internal control system.

(v) Deposits:

In our opinion & according to the information & explanation given to us, the company has not accepted any deposits during the year. Hence, Not Applicable.

(vi) Cost Records :

As explained to us Central Government has not prescribed for maintenance of cost records under sub-section (1) of section 148 of Companies Act, 2013.

(vii) Statutory Dues:

(a) As observed by us during the course of our examination of the books of accounts carried out in accordance with generally accepted auditing principles in india, company has generally been regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Local Body Tax, Service Tax, Cess and any other statutory dues with the appropriate authorities.

(b) According to explanation given to us, there are no disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Cess arrears as at 31.03.2015.

(c) There are no such amounts which are required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder.

(viii) Sickness Indicator:

The company does not have any accumulated losses at the end of the financial year and it has also not incurred cash losses during current financial year and the financial year immediately preceding to current financial year.

(ix) Default to FIS & Banks:

In our opinion & according to the information given to us, the company has not defaulted in repayment of dues to the financial institutions and bank.

(x) Guarantees:

In our opinion & according to the information & explanations given to us, during the year under review, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) Application of Term Loans:

During the current financial year, the company has not raised & applied any fresh term loan, hence not applicable.

(xxi) Frauds:

During the course of our examinations of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, & according to the information & explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

As per our report of even date For Ashok Patil & Associates Chartered Accountants Firm Reg. No. 122045W

Sd/-

(Ashok P.Patil) Date : 05.05.2015 Partner Place : Aurangabad M. No. 34423

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Mar 31, 2014

We have audited the accompanying financial statements of R J Biotech Limited (Formerly known as R J Bio-Tech Private Limited), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the for the year ended, and a summary of significant accounting policies and other explanatory information.

02] 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. 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.

03] 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.

04] Opinion

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

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

b) in the case of the statement of Profit & Loss, of the Profit 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.

05] 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. (i) 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 by the management under a regular programme of verification, which in our opinion is reasonable having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

(c) As per the information given to us on our enquiries, the disposal of assets during the year was not substantial and would not have an impact on the operations of the company.

(ii) Inventory:

(a) In our opinion, the company has conducted physical verification of inventory at reasonable intervals.

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

(c) The company is maintaining proper records of inventory of stocks of raw materials, finished goods of seeds, etc. No material discrepancies were noticed on physical verification of stock as compared to book records.

(iii) Loans:

(a) During the year under review, the company has given fresh unsecured loan, to one company covered in the register maintained u/s 301 of the Companies Act, 1956 the maximum amount involved in such transaction is Rs.63,05,535/- & the outstanding balance as at the end of year is Rs.Nil.

(b) As per information given and records made available, the company is not charging any interest on loan granted. The other terms and conditions of loans granted by the Company are prima facie not prejudicial to the interest of the company.

(c) As tenure of loan given is not fixed, opinion regarding repayment of loan cannot be expressed.

(d) As per information and explaination given to us, there is no stipulation as regard to the repayment of the amount hence this clause is Not applicable.

(e) As per the information & explanations given to us, during the year under review, the company has taken fresh unsecured loans from one company & one other party listed in the register maintained under section 301 of the Act. The Maximum amount involved during the period and the year end balance of said loans were aggregating to Rs.3,74,16,130/- & Rs.98,00,000/- respectively.

(f) As per the information & explanations given to us, rate of interest and other terms and conditions of unsecured loan taken by the company are prima facie not prejudicial to the interest of the company.

(g) As no tenure of loan taken is fixed it is not possible to express opinion, whether the payment of principal and interest is regular.

(iv) Internal Control System:

In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and for the sale of goods and there are no major weaknesses in internal control system.

(v) Information on transactions entered in Sec. 301 register:

(a) In our opinion and according to the information and explanations given to us, the transactions which need to be entered into a register maintained in pursuance of section 301 of the Companies Act, 1956 has been so entered.

(b) The transactions so entered during the year, have been in our opinion and as per information and explanation given to us, made at prices which are reasonable having regard to the prevailing market prices available with the company for such transactions or prices at which transactions for similar goods have been made with other parties at the relevant times.

(vi) Public Deposits:

The company has not accepted any deposits during the year from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under.

(vii) Internal Audit:

It is explained to us that, the company has in house Internal Audit System which is commensurate with the size of the company and nature of its business.

(viii) Cost Records :

We have broadly reviewed the books of account and records maintained by the company relating to certain areas of the company pursuant to Sec 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the list of accounts and records have been made and maintained. We have, however not made a detailed examination of the same.

(ix) Statutory Dues:

(a) According to the records made available and information and explanation given to us, company is regular in depositing undisputed statutory dues including provident fund, Income Tax, Value Added Tax, Local Body tax, cess and any other statutory dues with the appropriate authorities

(b) According to the record made available for our verification and information given, there are no disputed dues of Income Tax, VAT, Excise Duty, Cess.

(x) Sickness Indicator:

The company does not have any accumulated losses and it has also not incurred cash losses during this financial year and the financial year immediately preceding to this financial year.

(xi) Default to FIS & Banks:

As per the records made available and information given, the company has not defaulted in repayment of dues to the financial institutions.

(xii) Documentation in the case of Pledge of Shares, etc.:

During the year under review, company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) Chit Fund, Nidhi, etc. - Not Applicable

(xiv) Trading in Shares, Debentures, etc. - Not Applicable

(xv) Guarantees:

As per information & explanations given to us, during the year under review, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) Application of Term Loans:

In our opinion & according to information & explanations given to us the company has applied loans for the purpose for which they were taken.

(xvii) Use of Short-term & Long-term Funds :

In our opinion & according to information & explanations given to us the company has not utilized short term funds for long term investments.

(xviii) Preferential Allotment of Shares:

According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies in the register maintained under section 301 of the Act.

(xix) Security for Debentures. - Not Applicable

(xx) Use of money raised by Public Issue. - Not Applicable

(xxi) Frauds:

During the course of our examinations of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, & according to the information & explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For Ashok Patil & Associates Chartered Accountants Firm Reg. No. 122045W

sd/- (Ashok P.Patil) Place : Aurangabad Partner M. No. 34423